Common use of Execution of Loan Documents and Notes Clause in Contracts

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the Borrower, the Guarantors, the Lenders named on the signature pages hereof, the Swingline Lender, the L/C Issuers and the Administrative Agent; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and (iii) the Pledge Agreement, the Security Agreement and the Intellectual Property Security Agreement(s), each duly executed and delivered by each of the Loan Parties party thereto and the Collateral Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (D) evidence that all other action that the Collateral Agent may deem necessary in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements, if any).

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of Agent shall have received the following, each of which shall be originals or facsimiles facsimiles, or pdf scans of originals (followed promptly by originals) unless otherwise specified, each properly duly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:Lenders (provided, that each Lender that delivers its executed counterpart to the Existing Credit Agreement to the Agent shall be deemed to be satisfied with the form and substance of each of the following): (i) this Credit Agreement duly Agreement, executed and delivered by each of the Borrower, the GuarantorsBorrowers, the Lenders named on the signature pages hereof, the Swingline LenderSwing Line Bank, the L/C Issuers Issuing Banks and the Administrative Agent; (ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note; and; (iii) A guaranty in substantially the Pledge form of Exhibit E-1 hereto (together with each other guaranty or guaranty supplement delivered pursuant to Section 5.01(h), in each case as amended, the “US Subsidiary Guaranty”), executed by each of the Domestic Subsidiaries listed on Schedule 1.01(ii) hereto; (iv) A guaranty in substantially the form of Exhibit E-2 hereto (together with each other guaranty or guaranty supplement delivered pursuant to Section 5.01(h), in each case as amended, the “Foreign Subsidiary Guaranty”), executed by each of the Foreign Subsidiaries listed on Schedule 1.01(ii) hereto; (v) the Security Agreement, the Security Agreement and the Intellectual Property Security Agreement(s), each duly executed and delivered by the Company and each of the Loan Parties party thereto and the Collateral AgentParty, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, jurisdictions that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (Dvi) evidence that all other action that the Collateral Intercreditor Agreement, executed and delivered by the Agent may deem necessary in order to perfect and the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements, if any)Lenders.

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the Borrower, the Guarantors, the Lenders named on the signature pages hereof, the Swingline Lender, the L/C Issuers Issuer and the Administrative Agent; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and (iii) the Pledge Agreement, the Security Agreement and the Intellectual Property Security Agreement(s), each duly executed and delivered by each of the Loan Parties party thereto and the Collateral Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 UCC‑1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (DC) evidence that all other action that the Collateral Agent may deem necessary in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters and UCC-3 UCC‑3 termination statements, if any).

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the Borrower, the Guarantors, the Lenders named on the signature pages hereof, the Swingline Lender, the L/C Issuers Issuer and the Administrative Agent; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and (iii) the Pledge Agreement, the Security Agreement and the Intellectual Property Security Agreement(s), each duly executed and delivered by each of the Loan Parties party thereto and the Collateral Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, jurisdictions that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (DC) evidence that all other action that the Collateral Agent may deem necessary in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements, if any).

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the BorrowerHoldings, the GuarantorsAcquisition Sub, the Lenders named on the signature pages hereof, the Swingline Lender, the L/C Issuers Issuer and the Administrative Agent; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and (iii) (A) the Pledge Agreement, the Security Agreement and the Intellectual Property Security Agreement(s)Agreement, each duly executed and delivered by Holdings and Acquisition Sub and (B) the Pledge Agreement Supplement and Security Agreement Supplement, each of duly executed and delivered by the Loan Parties party thereto and the Collateral AgentSubsidiary Guarantors, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge AgreementAgreement and Pledge Agreement Supplement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank;, (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, jurisdictions that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; , and (DC) evidence that all other action that the Collateral Agent may deem necessary in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Assumption Agreement, if any)duly executed by the Company, and a Subsidiary Guaranty Supplement duly executed by each of the Subsidiary Guarantors.

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of Agent shall have received the following, each of which shall be originals or facsimiles facsimiles, or pdf scans of originals (followed promptly by originals) unless otherwise specified, each properly duly executed by a Responsible Officer an authorized signatory of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:Lenders (provided, that each Lender that delivers its executed counterpart to the Existing Credit Agreement to the Agent shall be deemed to be satisfied with the form and substance of each of the following): (i) this Credit Agreement duly Agreement, executed and delivered by each of the Borrower, the GuarantorsBorrowers, the Lenders named on the signature pages hereof, the Swingline LenderSwing Line Bank, the L/C Issuers Issuing Banks and the Administrative Agent; (ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note, to the extent such Xxxxxx has requested a Note at least three Business Days prior to the Closing Date; (iii) a reaffirmation agreement in substantially the form of Exhibit E-3 hereto (the “U.S. Reaffirmation Agreement”) and a reaffirmation agreement in substantially the form of Exhibit E-4 hereto (the “Foreign Reaffirmation Agreement” and, collectively, the “Reaffirmation Agreements”), or in such other form as may be required under laws applicable to any Foreign Subsidiary that is a Loan Party, in the aggregate duly executed by each Person that is a Loan Party as of the Closing Date; (iv) the Security Agreement duly executed by each Domestic Loan Party and the Agent, in form and substance satisfactory to the Agent; (v) a global acknowledgement of collateral and guaranty release duly executed by each Person that is a party thereto as of the Closing Date; and (iiivi) a Sustainability Coordinator engagement letter duly executed by the Pledge Agreement, the Security Agreement Company and the Intellectual Property Security Agreement(s)Sustainability Coordinator, each duly executed in form and delivered by each of substance satisfactory to the Loan Parties party thereto Agent and the Collateral Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (D) evidence that all other action that the Collateral Agent may deem necessary in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements, if any)Sustainability Coordinator.

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or delivered by means of other electronic communication (including e-mail and Internet or intranet websites) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer senior executive of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the BorrowerCompany, the Guarantors, the Lenders named on the signature pages hereof, the Swingline LenderLenders, the L/C Issuers and the Administrative Agent; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; and; (iii) the Pledge Agreement, the Security Agreement and the Intellectual Property Security Agreement(s), each duly executed and delivered by each of the Loan Parties party thereto Party and the Collateral Administrative Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, jurisdictions that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (D) evidence that all other action that the Collateral Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral Documents described in the Security Agreement; (C) search results of financing statements filed under the UCC of the jurisdictions referred to in clause (B) above that name any Loan Party as debtor; (D) subject to Section 7.13(b), the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, have been duly executed by the appropriate parties; and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters letters, and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, if anyduly executed and delivered by each Loan Party (other than the Holdings Entities), together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement; and (v) the Master Subordinated Intercompany Note, duly executed by the Company and each Restricted Subsidiary.

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles telecopies or delivered by means of other electronic communication (including e-mail and Internet or intranet websites) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer senior executive of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the BorrowerCompany, the Guarantors, the Lenders named on the signature pages hereof, the Swingline LenderLenders, the L/C Issuers Issuer and the Administrative Agent; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; and; (iii) the Pledge Agreementpledge and security agreement (together with the Supplemental Collateral Documents required to be delivered pursuant to Section 7.10, in each case as amended, the “Security Agreement and the Intellectual Property Security Agreement(s), each Agreement”) duly executed and delivered by each of the Loan Parties party thereto Party and the Collateral Administrative Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank;, (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, jurisdictions that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (D) evidence that all other action that the Collateral Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral Documents described in the Security Agreement, (C) search results of financing statements filed under the UCC of the jurisdictions referred to in clause (B) above that name any Loan Party as debtor; (D) subject to Section 7.13(b), the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, duly executed by the appropriate parties; and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters letters, and UCC-3 termination statements); (iv) subject to Section 7.13(b), if any)the Intellectual Property Security Agreement, duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement; and (v) the Master Subordinated Intercompany Note, duly executed by the Company and each Restricted Subsidiary.

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or delivered by means of other electronic communication (including e-mail and Internet or intranet websites) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer senior executive of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the BorrowerCompany, the Guarantors, the Lenders named on the signature pages hereof, the Swingline LenderLenders, the L/C Issuers and the Administrative Agent; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; and; (iii) the Pledge Agreement, the Security Agreement and the Intellectual Property Security Agreement(s), each duly executed and delivered by each of the Loan Parties party thereto Party and the Collateral Administrative Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, jurisdictions that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (D) evidence that all other action that the Collateral Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral Documents described in the Security Agreement; (C) search results of financing statements filed under the UCC of the jurisdictions referred to in clause (B) above that name any Loan Party as debtor; (D) subject to Section 7.13(b ), the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, have been duly executed by the appropriate parties; and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters letters, and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, if anyduly executed and delivered by each Loan Party (other than the Holdings Entities), together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement; and (v) the Master Subordinated Intercompany Note, duly executed by the Company and each Restricted Subsidiary.

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles telecopies or delivered by means of other electronic communication (including e-mail and Internet or intranet websites) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer senior executive of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) this Credit Agreement duly executed and delivered by each of the BorrowerCompany, the Guarantors, the Lenders named on the signature pages hereof, the Swingline LenderLenders, the L/C Issuers and the Administrative Agent; (ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note; and; (iii) the Pledge Agreement, the Security Agreement and (together with the Intellectual Property Security Agreement(s)Supplemental Collateral Documents required to be delivered pursuant to Section 7.10, in each case as amended) duly executed and delivered by each of the Loan Parties party thereto Party and the Collateral Administrative Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank;, (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, jurisdictions that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (D) evidence that all other action that the Collateral Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral Documents described in the Security Agreement, (C) search results of financing statements filed under the UCC of the jurisdictions referred to in clause (B) above that name any Loan Party as debtor; (D) subject to Section 7.13(b), the Securities Account Control Agreements and the Deposit Account Control Agreements, as referred to in the Security Agreement, have been duly executed by the appropriate parties; and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters letters, and UCC-3 termination statements); (iv) subject to Section 7.13(b), if anythe Intellectual Property Security Agreement, duly executed and delivered by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement; and (v) the Master Subordinated Intercompany Note, duly executed by the Company and each Restricted Subsidiary; 87 MSG – Credit Agreement (2014).

Execution of Loan Documents and Notes. The Administrative Agent’s receipt of Agent shall have received the following, each of which shall be originals or facsimiles facsimiles, or pdf scans of originals (followed promptly by originals) unless otherwise specified, each properly duly executed by a Responsible Officer an authorized signatory of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:Lenders (provided, that each Lender that delivers its executed counterpart to the Existing Credit AMERICAS/2024254939.6 108 Sealed Air – 4th A&R Syndicated Facility Agt Agreement to the Agent shall be deemed to be satisfied with the form and substance of each of the following): (i) this Credit Agreement duly Agreement, executed and delivered by each of the Borrower, the GuarantorsBorrowers, the Lenders named on the signature pages hereof, the Swingline LenderSwing Line Bank, the L/C Issuers Issuing Banks and the Administrative Agent; (ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note, to the extent such Xxxxxx has requested a Note at least three Business Days prior to the Closing Date; (iii) a reaffirmation agreement in substantially the form of Exhibit E-3 hereto (the “U.S. Reaffirmation Agreement”) and a reaffirmation agreement in substantially the form of Exhibit E-4 hereto (the “Foreign Reaffirmation Agreement” and, collectively, the “Reaffirmation Agreements”), or in such other form as may be required under laws applicable to any Foreign Subsidiary that is a Loan Party, in the aggregate duly executed by each Person that is a Loan Party as of the Closing Date; (iv) the Security Agreement duly executed by each Domestic Loan Party and the Agent, in form and substance satisfactory to the Agent; (v) a global acknowledgement of collateral and guaranty release duly executed by each Person that is a party thereto as of the Closing Date; and (iiivi) a Sustainability Coordinator engagement letter duly executed by the Pledge Agreement, the Security Agreement Company and the Intellectual Property Security Agreement(s)Sustainability Coordinator, each duly executed in form and delivered by each of substance satisfactory to the Loan Parties party thereto Agent and the Collateral Agent, together with: (A) to the extent not previously provided to the Collateral Agent, with respect to the Pledge Agreement, certificates representing the Pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; (B) the results of recent Uniform Commercial Code, tax, intellectual property and judgment lien searches in each relevant jurisdiction with respect to the Loan Parties, which searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by this Credit Agreement; (C) proper UCC-1 Financing Statements filed or in form appropriate for filing under the Uniform Commercial Code of all jurisdictions, if any, that the Collateral Agent may deem necessary in order to perfect the Liens created under each of the Collateral Documents, covering the Collateral described in the Collateral Documents; and (D) evidence that all other action that the Collateral Agent may deem necessary in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements, if any)Sustainability Coordinator.