Concerning the Second Priority Representative. Each of the parties hereto acknowledges that U.S. Bank, National Association is entering into this Agreement upon direction of the Second Priority Creditors and solely in its capacity as Collateral Agent under the Second Priority Security Documents and not in its individual capacity and in no event shall U.S. Bank, National Association incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Priority Representative or the Second Priority Secured Parties hereunder (including action taken on its behalf pursuant to Section 4.2(b)), all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, though or under such party. Each party hereto hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded U.S. Bank, National Association as Collateral Agent under the Existing Second Priority Agreement and the Second Priority Security Documents are hereby incorporated herein as if set forth herein in full. Notwithstanding anything to the contrary herein, the fees, expenses and indemnities owing to U.S. Bank, National Association as Collateral Agent, by any Loan Party, shall not be subordinated to any First Priority Obligation.
Concerning the Second Priority Representative. Each of the parties hereto acknowledges that U.S. Bank, National Association is entering into this Agreement upon direction of the Second Priority Creditors and solely in its capacity as Collateral Agent under the Second Priority Security Documents and not in its individual capacity and in no event shall U.S. Bank, National Association incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Priority Representative or the Second Priority Secured Parties hereunder (including action taken on its behalf pursuant to Section 4.2(b)), all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, though or under such party. Each party hereto hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded U.S. Bank, National Association as Collateral Agent under the Existing Second Priority Agreement and the Second Priority Security Documents are hereby incorporated herein as if set forth herein in full. Notwithstanding anything to the contrary herein, the fees, expenses and indemnities owing to U.S. Bank, National Association as Collateral Agent, by any Loan Party, shall not be subordinated to any First Priority Obligation. Reference is hereby made to the Amended and Restated Credit Agreement dated as of December 21, 2010 and amended and restated as of March 6, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SWIFT TRANSPORTATION CO., LLC, as the Borrower, SWIFT TRANSPORTATION COMPANY, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its Foreign Pers...
Concerning the Second Priority Representative. Each of the parties hereto acknowledges that U.S. Bank, National Association is entering into this Agreement upon direction of the Second Priority Creditors and solely in its capacity as Collateral Agent under the Second Priority Security Documents and not in its individual capacity and in no event shall U.S. Bank, National Association incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Priority Representative or the Second Priority Secured Parties hereunder (including action taken on its behalf pursuant to Section 4.2(b)), all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, though or under such party. Each party hereto hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded U.S. Bank, National Association as Collateral Agent under the Existing Second Priority Agreement and the Second Priority Security Documents are hereby incorporated herein as if set forth herein in full. Notwithstanding anything to the contrary herein, the fees, expenses and indemnities owing to U.S. Bank, National Association as Collateral Agent, by any Loan Party, shall not be subordinated to any First Priority Obligation. 509265-1512-14307-Active.15883725.6 [Remainder of page intentionally left blank] 509265-1512-14307-Active.15883725.6 509265-1512-14307-Active.15883725.6 509265-1512-14307-Active.15883725.6 Reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of June 9, 2014 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SWIFT TRANSPORTATION CO., LLC, as the Borrower, SWIFT TRANSPORTATION COMPANY, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described i...
Concerning the Second Priority Representative. Each of the parties hereto acknowledges that Wilmington Trust FSB is entering into this Agreement upon direction of the Second Priority Creditors and solely in its capacity as Collateral Agent and Trustee under the Collateral Documents (as defined in the Existing Second Priority Agreement) and not in its individual capacity and in no event shall Wilmington Trust FSB incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Priority Representative or the Second Priority Secured Parties hereunder (including action taken on its behalf pursuant to Section 4.2(b)), all such liability, if any, being expressly waived by the parties hereto and any person claiming by, though or under such party. Each party hereto hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded Wilmington Trust FSB as Trustee and Collateral Agent under the Existing Second Priority Agreement and the Collateral Documents are hereby incorporated herein as if set forth herein in full. Notwithstanding anything to the contrary herein, the fees, expenses and indemnities owing to Wilmington Trust FSB, as Collateral Agent and Trustee, by any Loan Party, shall not be subordinated to any First Priority Obligation.
Concerning the Second Priority Representative. Each of the parties hereto acknowledges that [] is entering into this Agreement upon direction of the Second Priority Creditors and solely in its capacity as Collateral Agent under the Second Priority Security Documents and not in its individual capacity and in no event shall [] incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Priority Representative or the Second Priority Secured Parties hereunder (including action taken on its behalf pursuant to Section 4.2(b)), all such liability, if any, being expressly 509265-1512-15059-Active.17708706.1 waived by the parties hereto and any Person claiming by, though or under such party. Each party hereto hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded [] as Collateral Agent under the Existing Second Priority Agreement and the Second Priority Security Documents are hereby incorporated herein as if set forth herein in full. Notwithstanding anything to the contrary herein, the fees, expenses and indemnities owing to [] as Collateral Agent, by any Loan Party, shall not be subordinated to any First Priority Obligation. [Remainder of page intentionally left blank] 509265-1512-15059-Active.17708706.1
