Common use of Personal Property Requirements Clause in Contracts

Personal Property Requirements. The Borrower shall have taken the following actions and the Collateral Agent shall have received, in form and substance reasonably satisfactory to Blackstone and the Agents, the following documents, as applicable: (i) the Borrower shall have used commercially reasonable efforts to deliver to the Collateral Agent the Intercompany Note, accompanied by instruments of transfer undated and endorsed in blank; (ii) the Borrower shall have used commercially reasonable efforts to provide to the Collateral Agent all certificates, agreements and instruments necessary to perfect the Collateral Agent’s security interest in all Instruments and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by this Agreement and the Security Agreement); (iii) the Borrower shall have delivered to the Collateral Agent UCC financing statements in appropriate form for filing under the UCC, and the Borrower shall have used commercially reasonable efforts to provide Intellectual Property Security Agreements in form for filing with the United States Patent and Trademark Office and United States Copyright Office; (iv) except to the extent permitted to be delivered after the Closing Date in accordance with Section 5.15, the Borrower shall have delivered to the Collateral Agent certificates and membership interest certificates (if any) of the Borrower and any wholly-owned Domestic Subsidiary of Holdings that is not an Excluded Subsidiary, together with undated stock transfer powers and membership transfer powers (if applicable); and (v) the Borrower shall have delivered to the Collateral Agent copies of customary UCC lien searches, each of a recent date that name any Loan Party as debtor and that are filed with the secretary of state or other appropriate Governmental Authority in which such Loan Party is organized.

Personal Property Requirements. The Borrower shall have taken the following actions and the Collateral Agent shall have received, in form and substance reasonably satisfactory to Blackstone and the Agents, the following documents, as applicable: (i) all certificates, agreements or instruments representing or evidencing the Borrower shall have used commercially reasonable efforts Securities Collateral, accompanied by instruments of transfer and stock powers (as applicable), undated and endorsed in blank (it being understood that the Equity Interests required to deliver be delivered to the Collateral Agent shall be limited, in the case of any Foreign Subsidiary, to (A) Voting Stock of any Subsidiary which is a controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests of any Foreign Subsidiary not constituting Voting Stock of any such controlled foreign corporation (as defined in Section 957(a) of the Code); (ii) the Intercompany NoteNote executed by and among Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iiiii) the Borrower shall have used commercially reasonable efforts to provide to the Collateral Agent all other certificates, agreements and agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Instruments Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by this Agreement and the Security Agreement); (iiiiv) the Borrower shall have delivered to the Collateral Agent UCC financing statements in appropriate form for filing under the UCC, and the Borrower shall have used commercially reasonable efforts to provide Intellectual Property Security Agreements in form for filing filings with the United States Patent and Trademark Office and United States Copyright Office; (iv) except Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the extent permitted Liens created, or purported to be delivered after created, by the Closing Date in accordance with Section 5.15, the Borrower shall have delivered to the Collateral Agent certificates and membership interest certificates (if any) of the Borrower and any wholly-owned Domestic Subsidiary of Holdings that is not an Excluded Subsidiary, together with undated stock transfer powers and membership transfer powers (if applicable); andSecurity Documents; (v) the Borrower shall have delivered to the Collateral Agent certified copies of customary UCC UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed with the secretary of in those state or other appropriate Governmental Authority and county jurisdictions in which such any Loan Party is organizedorganized or maintains its chief executive office and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) with respect to each location set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement or Bailee Letter shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee of such Real Property or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents. Notwithstanding the foregoing, with respect to any Collateral the security interest in which may not be perfected by filing of an intellectual property security agreement with the United States Patent and Trademark Office or United States Copyright Office, as the case may be, filing of a UCC financing statement, or possession of such Collateral, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date without undue burden or expense or after Borrower’s use of commercially reasonable efforts to do so, then delivery of such information or the documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial Credit Extension. Borrower agrees to take the actions set forth on Schedule 5.14 with respect to such information, documents and instruments not delivered on or prior to the Closing Date.

Personal Property Requirements. The Borrower shall have taken the following actions and the Collateral Agent shall have received, in form and substance reasonably satisfactory to Blackstone and the Agents, the following documents, as applicable: (i) all certificates, agreements or instruments representing or evidencing the Borrower shall have used commercially reasonable efforts to deliver to Pledged Equity Interests and the Collateral Agent Pledged Notes (each as defined in the Intercompany Note, Security Agreement) accompanied by instruments of transfer undated and stock powers endorsed in blankblank shall have been delivered to the Collateral Agent; (ii) the Borrower shall have used commercially reasonable efforts to provide to the Collateral Agent all other certificates, agreements and agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Instruments Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by this Agreement and Section 3.3 of the Security Agreement); (iii) the Borrower shall have delivered to the Collateral Agent UCC financing statements Financing Statements in appropriate form for filing under the UCC, and the Borrower shall have used commercially reasonable efforts to provide Intellectual Property Security Agreements in form for filing filings with the United States Patent Patent, Trademark and Trademark Office Copyright offices and United States Copyright Office;such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents; and (iv) except to the extent permitted to be delivered after the Closing Date in accordance with Section 5.15, the Borrower shall have delivered to the Collateral Agent certificates and membership interest certificates (if any) of the Borrower and any wholly-owned Domestic Subsidiary of Holdings that is not an Excluded Subsidiary, together with undated stock transfer powers and membership transfer powers (if applicable); and (v) the Borrower shall have delivered to the Collateral Agent certified copies of customary UCC UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed with the secretary of in those state or other appropriate Governmental Authority and county jurisdictions in which such any Property of any Loan Party is organizedlocated and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than those relating to Liens acceptable to the Collateral Agent and Permitted Liens).

Personal Property Requirements. The Borrower shall have taken the following actions and the Collateral Security Agent shall have receivedreceived (substantially concurrently with the initial Credit Extension hereunder, but, in form and substance reasonably satisfactory each case, subject to Blackstone and the Agents, the following documents, as applicable:Section 5.18): (i) all certificates, agreements, acknowledgements or instruments representing, acknowledging or evidencing the Borrower shall have used commercially reasonable efforts to deliver Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank (in each case, to the Collateral Agent extent required by the applicable Security Document); (ii) the Intercompany NoteAgreement executed by and among Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iiiii) the Borrower shall have used commercially reasonable efforts to provide to the Collateral Agent all other certificates, agreements and or instruments necessary to perfect the Collateral Security Agent’s security interest in all Instruments Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the U.S. Security Agreement and to the extent required by this Agreement and the U.S. Security Agreement); provided that the delivery of Control Account Agreements shall not constitute a condition precedent to the making of any Credit Extension; (iiiiv) the Borrower shall have delivered to the Collateral Agent UCC financing statements in appropriate form for filing under the UCC, and the Borrower shall have used commercially reasonable efforts to provide Intellectual Property Security Agreements in form for filing filings with the United States Patent and Trademark Office and United States Copyright Office; (iv) except Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or, in the opinion of the Security Agent, desirable to perfect the extent permitted Liens created, or purported to be delivered after created, by the Closing Date in accordance with Section 5.15, the Borrower shall have Security Documents and which are customarily delivered to the Collateral Security Agent certificates and membership interest certificates (if any) of as a condition to drawdown in the Borrower and any wholly-owned Domestic Subsidiary of Holdings that is not an Excluded Subsidiary, together with undated stock transfer powers and membership transfer powers (if applicable); andapplicable jurisdiction; (v) the Borrower shall have delivered to the Collateral Agent certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office and tax searches or equivalent reports or searches that are customary UCC lien searchesin the jurisdiction of organization of the applicable Loan Party, each as of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed with the secretary of in those state or other appropriate Governmental Authority and county jurisdictions in which such any Loan Party is organizedorganized or maintains its principal place of business and such other searches that the Security Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Security Agent); and (vi) evidence acceptable to the Security Agent of payment or arrangements for payment by the Loan Parties of all applicable recording Taxes, fees, charges, costs and expenses required for the recording of the Security Documents (where such evidence is customarily delivered to the Security Agent as a condition to drawdown in the applicable jurisdiction).

Personal Property Requirements. The Borrower shall have taken the following actions and the Collateral Agent shall have received, in form and substance reasonably satisfactory to Blackstone and the Agents, the following documents, as applicable: (i) satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Borrower shall Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank have used commercially reasonable efforts to deliver been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent); (ii) satisfactory evidence that the Intercompany Note, Note executed by and among Parent and each of its Subsidiaries (other than CWD) accompanied by instruments of transfer undated and endorsed in blankblank have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent); (iiiii) the Borrower shall have used commercially reasonable efforts to provide to the Collateral Agent satisfactory evidence that all other certificates, agreements and agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Instruments Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by this Agreement and the Security Agreement) have been delivered to the First Lien Collateral Agent (which shall act as bailee for the Collateral Agent); (iiiiv) the Borrower shall have delivered to the Collateral Agent UCC financing statements in appropriate form for filing under the UCCUCC and PPSA, and the Borrower shall have used commercially reasonable efforts to provide Intellectual Property Security Agreements in form for filing filings with the United States Patent and Trademark Office, and the United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents under the laws of the United States or any State thereof and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that the Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof; (v) certified copies of UCC, PPSA, United States Patent and Trademark Office, United States Copyright Office; (iv) except to the extent permitted to be delivered after the Closing Date in accordance with Section 5.15, the Borrower shall have delivered to the Collateral Agent certificates tax and membership interest certificates (if any) of the Borrower judgment lien searches, bankruptcy and any wholly-owned Domestic Subsidiary of Holdings that is not an Excluded Subsidiary, together with undated stock transfer powers and membership transfer powers (if applicable); and (v) the Borrower shall have delivered to the Collateral Agent copies of customary UCC lien pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed with the secretary of in those state or other appropriate Governmental Authority and county jurisdictions in which such any property of any Loan Party is organizedlocated and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); (vi) with respect to each location set forth on Schedule 4.01(n)(vi) to the First Lien Credit Agreement, a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and (vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.