Collateral Documents. The Borrower shall have delivered to the Administrative Agent the Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries, together with # UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Credit Parties, # a Diligence Questionnaire, duly completed and executed by the Borrower, # duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, # original certificates evidencing all issued and outstanding shares of Equity Interests of all Subsidiaries (other than Immaterial Subsidiaries and Excluded Foreign Subsidiaries) owned directly by any Credit Party (in the case of a first-tier Subsidiary that is a CFC or CFC Holdco, limited to 65% of the issued and outstanding voting Equity Interests of such Subsidiary and 100% of the issued and outstanding non-voting Equity Interests of such Subsidiary, as applicable), # stock or membership interest powers or other appropriate instruments of transfer executed in blank and # all Real Property Documents in respect of each Material Real Property;

the Security Agreement and the other Collateral Documents, each in form and content satisfactory to the Administrative Agent shall have been duly executed by the applicable Loan Parties and such documents shall have been delivered to the Administrative Agent and shall be in full force and effect and each document (including each UCC financing statement and amendments and continuations thereof required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Secured Parties, upon filing, recording or possession by the Administrative Agent, as the case may be, a valid, legal and perfected first-priority security interest in and lien on the Collateral described in the Collateral Documents, free of all liens or encumbrances (except Permitted Encumbrances), shall have been delivered to the Administrative Agent; Borrower shall also deliver or cause to be delivered the certificates (with undated stock powers executed in blank) for all shares of stock or other equity interests pledged to the Administrative Agent for the benefit of Lenders pursuant to the Pledge Agreement;

the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with # UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, # copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, # original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and # acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower;

the Administrative Agent shall have received the Security Agreement duly executed by the Loan Parties, together with (to the extent not currently on file with the Administrative Agent): # to the extent certificated, original stock certificates or other similar instruments or securities representing all of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of a Loan Party, and including each Foreign Subsidiary of a Domestic Subsidiary (limited in the case of any first-tier Foreign Subsidiary to 65% of the Voting Stock and 100% of any other equity interests as provided in [Section 13.01]) as of the Closing Date; # to the extent certificated, stock powers executed in blank and undated for the Collateral consisting of the stock or other equity interest in each Subsidiary; # UCC financing statements to be filed against each Loan Party, as debtor, in favor of the Administrative Agent, as secured party; and # a duly completed and executed Perfection Certificate;

The Administrative Agent shall have received: # from the Loan Parties, executed counterparts of the applicable Collateral Agreement, # from the Borrowers, a Note executed by the Borrowers for each ​ that requests such a Note, # with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, # executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, # delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and # all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank.

The Administrative Agent shall have received: # from the Loan Parties, executed counterparts of the applicable Collateral Agreement, # from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, # with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, # executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, # delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and # all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank.