Common use of Security Agreements Clause in Contracts

Security Agreements. On the Closing Date, (a) each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and 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 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 definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 each case, as may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificate; and (iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock 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 principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirement.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Closing DateSecurity Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with (a) each U.S. Credit Party shall have duly authorized, executed and delivered certificates (in the U.S. Security Agreement, case of Capital Securities that are certificated securities (bas defined in the UCC)) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) evidencing all of the definition thereof issued and (c) outstanding Capital Securities owned by 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and Guarantee Requirement, and the applicable Credit Parties shall have delivered: Obligor (i) in respect the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Credit PartyForeign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, proper financing statements and (Form UCC-1 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 the equivalent) authorized for filing other similar instruments or documents to be filed under the UCC, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) UCC of the definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 each case, all jurisdictions as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to the extent required by the Collateral and Guarantee Requirementsuch 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) an executed Perfection Certificatesecuring 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 (iiid) certified copies of UCC Requests for Information or Copies (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blankForm UCC-11), representing all Equity Interests (other than (x) the certificate representing Equity Interests of SunOpta Global Organic Ingredientsor a similar search report, 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 dated a principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), date reasonably near to the extent required 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 be delivered Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in accordance with the Collateral and Guarantee Requirementany Loan Document).

Security Agreements. On The Lender shall have received executed counterparts of the Closing DateSecurity Agreement, dated as of the date hereof, duly executed and delivered by the Borrower and each Subsidiary, together with (a) certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Subsidiary in the Borrower and the Subsidiaries, which certificates in each U.S. Credit Party case shall have be accompanied by undated instruments of transfer duly authorizedexecuted in blank, executed or, in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and delivered evidence satisfactory to the U.S. Security Agreement, Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the UCC. (b) financing statements suitable in form for naming the Borrower and each Canadian Credit Party shall have duly authorizedSubsidiary as a debtor and the Lender as the secured party, executed and delivered the Canadian Security Agreement described in clause (i) of the definition thereof and (c) each Dutch Credit Party shall have duly authorized, executed and delivered the Dutch Security Agreements (or other than the deeds of pledge over shares listed in clauses (i), (ii) and (iii) similar instruments or documents to be filed under the definition UCC of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and 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 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 definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 each case, jurisdictions as may be reasonably necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender pursuant to the extent required by the Collateral and Guarantee RequirementSecurity Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary, and (ii) an executed Perfection Certificatesecuring any of the Indebtedness identified in Schedule 8.2(b), together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the 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 Subsidiary and each other Person that has possession of any Collateral (as defined in the Security Agreement); and (iiie) (a) certificatesevidence that all deposit accounts, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer formslockboxes, duly endorsed in blank)disbursement accounts, 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 investment accounts or other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a principal amount in excess similar accounts of $2,500,000 (individually) owing to any Credit Party, in the case of Borrower and each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee RequirementSubsidiary are Controlled Accounts.

Security Agreements. On the Closing Effective Date, (a) each U.S. Credit Party shall have duly authorized, executed and delivered (a) the U.S. Security Agreement in the form of Exhibit F (the “Security Agreement, (b”) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present 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 future Collateral required by (d) the Collateral and Guarantee RequirementTrademark Security Agreements to which such Credit Party is a party, and the applicable Credit Parties each such Security Document shall have deliveredbe in full force and effect, together with: (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCCUCC or other appropriate filing offices of each jurisdiction as may be necessary or, PPSA in the reasonable opinion of the Security Agent, desirable, to perfect the security interests purported to be created by the foregoing Security Documents; (ii) (x) any certificates representing Pledged Interests (as defined in the Security Agreement), together with executed and RDPRM, undated endorsements of transfer and documentation (y) any promissory notes (to the extent required to register be delivered pursuant to the Dutch Security Agreement described Agreement) endorsed in clause blank, provided that not more than 65% of the total outstanding voting stock in or of any Excluded Subsidiary of the type referred to in clauses (iii) and (iv) of the definition thereof with the tax authorities shall be pledged; and (iii) certified copies of requests for information or copies, or equivalent reports as of a recent date, listing all effective financing statements that name Parent or any of its Restricted Subsidiaries as debtor and that are filed in the Netherlandsjurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Parent or any of its Restricted Subsidiaries as debtor; provided that, (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 a UCC financing statement, intellectual property filings with the United States Patent and Trademark Office, Office or the United States Copyright OfficeOffice or the delivery or possession of stock certificates) is not perfected on the Effective Date, such perfection shall not be a condition to Borrowing on 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 Effective Date 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 each case, as may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificate; and (iii) (a) certificates, if any (which certificates such unperfected security shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blank), representing all Equity Interests (other than (x) perfected promptly after 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)Effective Date, and (y) Excluded Assets), and (b) any promissory notes in no event later than 90 days after the Effective Date or other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a principal amount in excess of $2,500,000 (individually) owing such later date as the Administrative Agent may agree pursuant to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee RequirementSection 12.21.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreement, each dated as of the Closing Date, duly executed and delivered by the Borrower, Intermediate Holdco and each Subsidiary 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 in its U.S. Credit Party Subsidiaries directly owned by such Obligor, which certificates in each case shall have be accompanied by undated instruments of transfer duly authorizedexecuted in blank, executed or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and delivered evidence satisfactory to the U.S. Security Agreement, 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) each Canadian Credit Party shall have duly authorized, executed Uniform Commercial Code Form UCC-1 financing statements and delivered the Canadian Security Agreement described in clause Uniform Commercial Code Form UCC-3 amendment or continuation statements (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over SharesFiling Statements”), which shall be authorizedas appropriate, executed and delivered suitable in accordance with Section 8.11(c))form for naming Intermediate Holdco, covering all of such Credit Party’s present and future Collateral required by the Collateral and Guarantee RequirementBorrower, and each Subsidiary Guarantor as a debtor and the applicable Credit Parties shall have delivered: (i) in respect of each Credit PartyAdministrative Agent as the secured party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing other similar instruments or documents to be filed under the UCC, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) UCC of the definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 each case, all jurisdictions as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificatesuch Security Agreement; and (iiic) (a) certificatesUniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any (which certificates shall be accompanied Person in any collateral described in any Security Agreement previously granted by irrevocable undated stock powers or stock 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)any Person, and (yii) Excluded Assets)securing any of the Indebtedness under the Second Lien Loan Documents, and (b) any promissory notes or together with such other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in Uniform Commercial Code UCC-3 termination statements as the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee RequirementAdministrative Agent may reasonably request from such Obligors.

Security Agreements. (a) On the Closing Date, (a) each U.S. Credit Party shall have duly authorized, executed and delivered delivered, as applicable, the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and Guarantee Requirementreferred to therein, and the applicable Credit Parties shall have delivered: (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCCUCC 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, PPSA each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party as debtor and RDPRM, and documentation required that are filed in the jurisdictions referred to register the Dutch Security Agreement described in clause (ivi) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the definition thereof with Collateral except to the tax authorities in the Netherlandsextent evidencing Permitted Liens, filings with the (y) United States Patent and Trademark Office, Office and the United States Copyright Office, the Canadian Intellectual Property Office, any documents required for registration of the security interests in intellectual property granted Office searches reasonably requested by the relevant Dutch Security Agreement with any appropriate intellectual property registers in the Netherlands Administrative Agent and consent letters (z) reports as of a recent date listing all effective tax and judgment liens with respect to each relevant bank in respect of the Borrower or any security interests in bank account receivables granted by any Dutch Security Agreement, other Credit Party in each casejurisdiction as the Agents may reasonably require. (b) On the Closing Date, each Credit Party, as applicable, shall have duly authorized, executed and delivered the Canadian Security Agreement covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered: (i) RPMRR registrations and PPSA financing statements filed under the PPSA of each jurisdiction or other appropriate filing offices as may be reasonably necessary or desirable to perfect the security interests purported to the extent required be created by the Collateral and Guarantee Requirement;Canadian Security Agreement; and (ii) an executed Perfection Certificate; and (iii) (a) certificatescertified copies, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer formseach of a recent date, duly endorsed in blank), representing all Equity Interests (other than of (x) the certificate representing Equity Interests of SunOpta Global Organic IngredientsRPMRR, Inc. PPSA, Bank Act (and the accompanying irrevocable undated stock power or stock transfer formCanada), or equivalent reports as of a recent date, listing all effective financing statements or other registrations that name the Borrower or any other Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements or other registrations that name the Borrower or any other Credit Party as debtor (none of which shall be delivered in accordance with Section 8.11(e)cover any of the Collateral except to the extent evidencing Permitted Liens, and (y) Excluded Assets), Canadian Intellectual Property Office searches reasonably requested by the Administrative Agent and (bz) any promissory notes or other instruments (duly endorsedreports as of a recent date listing all effective executions, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) writs and (b), judgment liens with respect to the extent required to be delivered Borrower or any other Credit Party in accordance with each jurisdiction as the Collateral and Guarantee RequirementAgents may reasonably require.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the U.S. Pledge and Security Agreement and the Canadian Pledge and Security Agreement, each dated as of the date hereof, duly executed and delivered by each applicable Obligor, 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 in its U.S. Subsidiaries and Foreign Subsidiaries directly owned by each Obligor, 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 satisfactory to the Administrative Agent and Required Lenders that the security interest therein has been transferred to and perfected by the 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 the Parent, the Borrower and each Subsidiary Guarantor, as applicable, as a debtor and the 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 Required Lenders, desirable to perfect the first priority security interests of the Collateral Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, PPSA 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) described in any security agreement previously granted by the Parent or any of 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)), 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 the 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 report 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 (aunder its present name and any previous names) each U.S. Credit Party shall have duly authorizedas the debtor, executed and delivered the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance together with Section 8.11(c)), covering all copies of such Credit Party’s present and future Collateral required by the Collateral and 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 equivalent) authorized for filing under the UCCnone of which shall, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) of the definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 except with respect to each relevant bank in respect of any security interests in bank account receivables granted Liens permitted by any Dutch Security Agreement, in each case, as may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificate; and (iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blankSection 7.2.3), 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 formevidence a Lien on any collateral described in any Loan Document), 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 principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirement.

Security Agreements. On the Closing Initial Borrowing Date, (ai) each U.S. US ------------------- Credit Party shall have duly authorized, executed and delivered the U.S. US Security Agreement in the form of Exhibit H (as amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the "US Security Agreement, ") and (bii) each Canadian Foreign Credit Party shall have duly authorized, executed and delivered one or more other security agreements in form and substance satisfactory to the Canadian Collateral Agent in connection with the Security Agreement described Collateral of each such Foreign Credit Party (such security agreements referred to in this clause (ii), the "Foreign Security Agreements" and each, a "Foreign Security Agreement"; and the Foreign Security Agreements, together with the US Security Agreement (as well as any security agreements delivered pursuant to Section 8.11(a)), are collectively, the "Security Agreements"), in each case covering all of each such Credit Party's present and future Security Agreement Collateral, together with: (i) executed copies of financing statements (Form UCC-1) or appropriate local or foreign equivalents in appropriate form for filing under the UCC or appropriate local or foreign equivalents of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreements; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of the definition thereof and (c) each Dutch such other financing statements that name any Credit Party shall have duly authorized, executed and delivered the Dutch Security Agreements as debtor (other than the deeds none of pledge over shares listed in clauses (i), (ii) and (iii) under the definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by cover the Collateral and Guarantee Requirement, and except to the applicable Credit Parties shall have delivered: (i) extent evidencing Permitted Liens or in respect of each Credit Party, proper financing which the Collateral Agent shall have received termination statements (Form UCC-1 UCC-3 or the equivalent) authorized as shall be required by local or foreign law fully executed for filing under filing); (iii) evidence of the UCC, PPSA and RDPRM, and documentation required completion (or arrangements therefor reasonably satisfactory to register the Dutch Security Agreement described in clause (ivCollateral Agent) of the definition thereof all other recordings and filings of, or with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Officerespect to, the United 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 each case, Agreements as may be reasonably necessary to perfect the security interests intended to the extent required be created by the Collateral and Guarantee Requirement; (ii) an executed Perfection CertificateSecurity Agreements, provided that no such recordings or filings shall be made to perfect any Rolling Stock or Tractor Trailer which is not Material Rolling Stock or a Material Tractor Trailer, as the case may be; and (iiiiv) (a) certificatesevidence that all other actions necessary to perfect and protect the security interests purported to be created by the Security Agreements have been taken, if any (which certificates provided that no such action shall be accompanied by irrevocable undated stock powers taken to perfect any Rolling Stock or stock transfer formsTractor Trailer which is not Material Rolling Stock or a Material Tractor Trailer, duly endorsed in blank), representing all Equity Interests (other than (x) as the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (case may be; and the accompanying irrevocable undated stock power or stock transfer form), which each Security Agreement shall be delivered in accordance with Section 8.11(e), full force 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 principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirementeffect.

Security Agreements. On the Closing Date, (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security AgreementAgreement in the form of Exhibit I (as amended, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectivelymodified or supplemented from time to time, the “Dutch Pledges Over SharesU.S. Security Agreement”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), ) covering all of such U.S. Credit Party’s present and future Security Agreement Collateral required by (as defined in the Collateral and Guarantee RequirementU.S. Security Agreement), and the applicable Credit Parties shall have deliveredtogether with: (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) UCC or other appropriate filing offices of the definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 each case, jurisdiction as may be reasonably necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to the extent required be created by the Collateral and Guarantee RequirementU.S. Security Agreement; (ii) an certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent 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 Collateral is located on the Initial 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 Perfection Certificatefor filing); and (iii) (a) certificatesall other documents or filings necessary or, if any (which certificates 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 accompanied in full force and effect. (b) On the Initial Borrowing Date, each Canadian Credit Party shall, 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 irrevocable undated stock powers or stock transfer forms, duly endorsed in blankthe Joint Lead Arrangers (based on advice of local counsel), representing 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 Equity Interests or substantially all of the assets owned by the Canadian Credit Parties in which it is practicable (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 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 8.11(e6.09 with respect to the Pledge Agreement Collateral and Section 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 European 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 (yiii) Excluded Assets), be in full force and (b) any promissory notes or other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany Indebtedness) in a principal amount in excess of $2,500,000 (individually) owing to any Credit Partyeffect on the Initial Borrowing Date or, in the case of each any European Subsidiary Guarantor, such later date determined pursuant to Section 10.11. In connection with the execution and delivery of clauses 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 (aas advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests or charges granted (bor 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 required 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 in accordance with on the Collateral and Guarantee RequirementInitial Borrowing Date.

Security Agreements. On The Collateral Agent and each of the Closing Date, (a) each U.S. Credit Party Agents shall have received executed counterparts of each of the Canadian Subsidiary Security Agreement and the Affiliate Security Agreement, each dated as of the date hereof and duly authorized, executed and delivered the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and 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 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 definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 each case, as may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificate; and (iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock 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 principal amount in excess of $2,500,000 (individually) owing to any Credit PartyAuthorized Officer of, in the case of the Canadian Subsidiary Security Agreement, PCICC, and in the case of the Affiliate Security Agreement, each of clauses PCI Carolina and Pioneer Licensing, together with (a) in the case of PCI Carolina and Pioneer Licensing (i) executed Uniform Commercial Code financing statements (Form UCC-1) naming each of PCI Carolina and Pioneer Licensing, as the debtor and the Collateral Agent as the secured party, or other similar instruments or documents, to be filed under the Uniform Commercial Code or other similar laws for all jurisdictions as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interest of the Collateral Agent pursuant to the Security Agreements; and (ii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent and the Agents, dated a date reasonably near to the Closing Date, listing all effective financing statements which name PCI Carolina, Pioneer Licensing or the U.S. Seller (under its present name and any previous names), as the debtor and which are filed in the jurisdiction in which filings were made pursuant to clause (a)(i) above, together with copies of such financing statements; and (b) in the case of PCICC, (i) evidence reasonably satisfactory to the Arranger, the Syndication Agent and the Documentation Agent of all financing statements under the applicable PPSA and all other filings and registrations necessary or desirable to perfect the Lien created pursuant to such Canadian Subsidiary Security Agreement (or evidence reasonably satisfactory to the Arranger, the Syndication Agent and the Documentation Agent that such financing statements have been delivered to the applicable filing office(s) and that all fees, taxes and other expenses associated with such filings have been paid), together with such searches of Liens, judgment and tax lien records as the Arranger, the Syndication Agent and the Documentation Agent shall reasonably require, and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirement.ii) lien

Security Agreements. On the Closing Date, (a) each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement, Agreement and (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c))Agreement, covering all of such Credit Party’s 's present and future Collateral required by the Collateral and 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 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 definition thereof with the tax authorities in the Netherlands, filings executed short-form intellectual property security agreements for filing with the United States Patent and Trademark Office, the United States Copyright Office, and 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 each case, as may be reasonably necessary to perfect or otherwise provide notice of the security interests to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificate; and (iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock 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 principal amount in excess of $2,500,000 5,000,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirement.

Security Agreements. On the Closing Date, (a) each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described substantially in clause the form of Exhibit G (i) of the definition thereof and (c) each Dutch Credit Party shall have duly authorizedas amended, executed and delivered the Dutch Security Agreements (other than the deeds of pledge over shares listed in clauses (i)modified, (ii) and (iii) under the definition of the term “Dutch Security Agreements” (collectivelyrestated and/or supplemented from time to time, the “Dutch Pledges Over SharesSecurity Agreement”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), ) covering all of such Credit Party’s present and future Collateral required by the Collateral and Guarantee Requirementreferred to therein, and the applicable Credit Parties shall have delivered: (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCCUCC 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 Security Agreement; (ii) (x) certified copies of a recent date of requests for information or copies (Form UCC-1), PPSA or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party as debtor and RDPRM, and documentation required that are filed in the jurisdictions referred to register the Dutch Security Agreement described in clause (ivi) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the definition thereof with Collateral except to the tax authorities in the Netherlandsextent evidencing Permitted Liens, filings with the (y) United States Patent and Trademark Office, the Office and United States Copyright Office, the Canadian Intellectual Property Office, any documents required for registration of the security interests in intellectual property granted Office searches reasonably requested by the relevant Dutch Security Agreement with any appropriate intellectual property registers in the Netherlands Administrative Agent and consent letters (z) reports as of a recent date listing all effective tax and judgment liens with respect to each relevant bank in respect of the Borrower or any security interests in bank account receivables granted by any Dutch Security Agreement, other Credit Party in each case, jurisdiction as the Agents may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificaterequire; and (iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, a duly endorsed in blank), representing all Equity Interests (other than (x) the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (authorized 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 principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), 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 be delivered 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 and Guarantee Requirementof the type for which perfection may be accomplished by filing a UCC financing statement or possession of equity securities of Restricted Subsidiaries (other than Immaterial Subsidiaries).

Security Agreements. On The Administrative Agent shall have received the Borrower Pledge and Security Agreement and the Subsidiary Pledge and Security Agreement, each dated as of the Closing Date, duly executed by the applicable Obligor party thereto, together with (a) certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Credit Party Subsidiaries and 65% of the issued and outstanding Voting Securities (and 100% of non-Voting Securities) of each Foreign Subsidiary directly owned by each Obligor, if any, which certificates in each case shall have be accompanied by undated instruments of transfer duly authorizedexecuted in blank, executed or, if any Capital Securities (in the case of Capital Securities that are securities (as defined in the UCC)) are uncertificated Capital Securities, confirmation and delivered evidence satisfactory to the U.S. Security Agreement, 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 Canadian Credit Party shall have Obligor duly authorized, executed and delivered endorsed to the Canadian Security Agreement described in clause (i) order of the definition thereof and Administrative Agent; (c) copies of Filing Statements naming each Dutch Credit Party shall have duly authorizedObligor as a debtor and the Administrative Agent as the secured party, executed and delivered the Dutch Security Agreements (or other than the deeds of pledge over shares listed in clauses (i), (ii) and (iii) similar instruments or documents to be filed under the definition UCC of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and 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 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 definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 each case, jurisdictions as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to the extent required by the Collateral and Guarantee Requirementsuch Security Agreement; (iid) an executed Perfection Certificatecopies 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 in any collateral described in any Security Agreement previously granted by any Person together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (iiie) certified copies of UCC Requests for Information or Copies (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blankForm UCC-11), representing or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all Equity Interests effective financing statements which name each Obligor (under its present name and any other than names used within the previous five years) as the debtor, together with copies of such financing statements (x) the certificate representing Equity Interests none of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form), which shall be delivered cover any collateral described in accordance with any Loan Document except for Liens permitted by 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 principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirement7.2.

Security Agreements. On the Closing Date, (a) each U.S. Credit Party The 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 authorizedexecuted 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, (b) each Canadian Credit Party shall have Agreement duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) by an Authorized Officer of the definition thereof Circle K Corp. 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and 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 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 definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 AgreementCircle K Enterprises, in each case, together with (a) certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in Subsidiaries that are Obligors, directly owned by each Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agents that the security interest therein has been granted to and perfected by the Collateral Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC, as applicable, and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) copies of Filing Statements or PPSA financing statements naming each Obligor (other than, in the case of PPSA financing statements, Dunkin Donuts Master Franchisee Québec Inc., ACT, Dépan-Escompte Couche-Tard Inc. and ACT Financial Trust) as a debtor and the 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 reasonably necessary to perfect the security interests to the extent required by of the Collateral and Guarantee RequirementAgent for the benefit of the Secured Parties pursuant to such Security Agreement; (iic) an executed Perfection Certificatecopies (certified where available) of UCC Requests for Information or Copies (Form UCC-11) or similar PPSA instruments, or a similar search 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 cover any collateral described in any Loan Document 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 (iiie) copies of notices of intention to give security under the Bank Act (aCanada) certificateswith respect to the Bank Act Agreements, if any executed and filed by each of the Canadian Borrowers at least one (which certificates 1) Business Day prior to the execution of the remaining Bank Act Agreements. The Administrative Agents and their counsel shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blank), representing all Equity Interests satisfied that (other than (xi) the certificate representing Equity Interests Lien granted to the Collateral Agent, for the benefit of SunOpta Global Organic Ingredientsthe Secured Parties, Inc. in the collateral described above is (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 principal amount in excess of $2,500,000 (individually) owing to any Credit Partyor, in the case of each Circle K Corp. and its Subsidiaries will be) (upon the filing or registration of clauses such Lien where appropriate) a first priority (aor local equivalent thereof) security interest, subject to Permitted Liens; and (b), to ii) no Liens exists on any of the extent required to be delivered collateral described above other than the Lien created in accordance with favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Loan Document and Guarantee RequirementPermitted Liens.

Security Agreements. On The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the U.S. Pledge and Security Agreement and the Canadian Pledge and Security Agreement, each dated as of the date hereof, duly executed and delivered by each applicable Obligor, 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 in its U.S. Subsidiaries and Foreign Subsidiaries directly owned by each Obligor, 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 satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the 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 5.1.12 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; 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 each Borrower and each Subsidiary Guarantor, as applicable, as a debtor and the 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 first priority security interests of the Collateral Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, PPSA 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) described in any security agreement previously granted by the Parent or any of 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)), 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 may reasonably request from the 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 report 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 (aunder its present name and any previous names) each U.S. Credit Party shall have duly authorizedas the debtor, executed and delivered the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) 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 definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance together with Section 8.11(c)), covering all copies of such Credit Party’s present and future Collateral required by the Collateral and 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 equivalent) authorized for filing under the UCCnone of which shall, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) of the definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United 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 except with respect to each relevant bank in respect of any security interests in bank account receivables granted Liens permitted by any Dutch Security Agreement, in each case, as may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement; (ii) an executed Perfection Certificate; and (iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blankSection 7.2.3), 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 formevidence a Lien on any collateral described in any Loan Document), 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 principal amount in excess of $2,500,000 (individually) owing to any Credit Party, in the case of each of clauses (a) and (b), to the extent required to be delivered in accordance with the Collateral and Guarantee Requirement.