Common use of Personal Property Requirements Clause in Contracts

Personal Property Requirements. The Collateral Agent shall have received (to the extent not previously delivered on the Original Closing Date): (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, 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 the Security Agreement); (iv) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and 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 and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that 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, 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 date on or about the Original Closing Date (with respect to Loan Parties party to the Existing Credit Agreement) or of a recent date (with respect to all other Loan Parties) listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located 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(p)(iv), 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.

Personal Property Requirements. The Collateral Agent shall have received (to the extent not previously delivered on the Original Closing Date):received: (ia) all certificates, agreements or instruments representing or evidencing the Securities Collateral (other than those that are not required to be delivered by the Closing Time pursuant to Section 7.17) accompanied by instruments of transfer and stock powers undated and endorsed in blank; (iib) the Intercompany Note executed by and among Borrower the Company and each of its SubsidiariesSubsidiaries (except the SPV), accompanied by instruments of transfer undated and endorsed in blank; (iiic) all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party Issuer (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (ivd) UCC financing statements in appropriate form for filing under the UCC, filings in appropriate form for filing with the United States Patent and Trademark Office and 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 and, with respect to all UCC financing statements (other than those that are not required to be filed delivered by the Closing Time pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that 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 thereofSection 7.17); (ve) certified copies of 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 date on or about the Original Closing Date (with respect to Loan Parties party to the Existing Credit Agreement) or of a recent date (with respect to all other Loan Parties) listing all effective financing statements, lien notices or comparable documents that name any Loan Party Issuer as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party Issuer is located and the state and county jurisdictions in which any Loan Party Issuer is organized or maintains its principal place of business and such other searches that the Collateral Agent deems or the Required Holders deem 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(p)(iv), 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 (viif) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties Issuers of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security DocumentsDocuments (other than those that are not required to be delivered by the Closing Time pursuant to Section 7.17).

Personal Property Requirements. The applicable Collateral Agent Agents shall have received (to the extent not previously delivered on the Original Closing Date):received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note Loan Documents executed by and among Borrower Holdings and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the such Collateral Agent’s Agents' security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and Securities and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (iv) UCC financing statements in appropriate form for filing under the UCC, and PPSA financing statements or financing change statements in appropriate form for filing under the PPSA together with filings with the United States Patent and Trademark Office and United States Copyright Office Office, as well as the Canadian Intellectual Property 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 such Collateral AgentAgents, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent Agents that Borrower has the Borrowers have retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent Agents for the tracking of all such financing statements and notification to the Administrative AgentAgents, of, among other things, the upcoming lapse or expiration thereof; (v) certified copies of UCC, PPSA, Canadian Intellectual Property Office, United States Patent and Trademark Office and United States Copyright Office, other personal property and intellectual property searches, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date on or about the Original Closing Date (with respect to Loan Parties party to the Existing Credit Agreement) or of a recent date (with respect to all other Loan Parties) listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state state, provincial and any other county jurisdictions in which any property of any Loan Party is located and the state state, provincial and any other county jurisdictions in which any Loan Party is organized or maintains its principal place of business or domicile (within the meaning of the Quebec Civil Code) and such other searches that the applicable Collateral Agent deems Agents deem 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 AgentAgents); (vi) with respect to each location set forth on Schedule 4.01(p)(iv), 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 applicable Collateral Agent Agents 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.

Personal Property Requirements. The Collateral Agent shall have received (to the extent not previously delivered on the Original Closing Date):received: (i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; (ii) the Intercompany Note executed by and among Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, 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 the Security Agreement); (iv) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Legal 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 andin the Collateral; (ii) certified copies, each as of a recent date, of (w) UCC searches with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence Borrower in form and substance satisfactory to the Administrative Agent that 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 Collateral Agent, of, among other things, the upcoming lapse or expiration thereof; (vx) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, Office searches with respect to each Loan Party and (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date on or about the Original Closing Date (with respect to Loan Parties party to the Existing Credit Agreement) or of a recent date (with respect to all other Loan Parties) searches listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches business; provided that to the extent that the Collateral Agent deems necessary searches described in preceding clauses (x) or appropriate(y) have not been or cannot be conducted on or prior the Closing Date after using commercially reasonable efforts without undue burden or expense, none of which encumber such lien searches shall not be a condition precedent to the Collateral covered or intended Closing Date, but shall instead be required to be covered by the Security Documents conducted and delivered within sixty (other than Permitted Collateral Liens 60) days (or any other Liens such longer period as may be reasonably acceptable to the Collateral Agent); (viAgent in its sole discretion) with respect to each location set forth on Schedule 4.01(p)(iv), 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 Closing Date pursuant to arrangements to be mutually agreed between the lessee or owner of Collateral Agent and the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do soBorrower; and (viiiii) evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Security Documents; provided that (i) where the Borrower has used commercially reasonable efforts without undue burden or expense, 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, or the filing of the intellectual property security agreements with the United States Patent and Trademark Office or United States Copyright Office, or the delivery or possession of stock certificates and other instruments) is not perfected on the Closing Date, such perfection shall not be a condition to the initial Credit Extension on the Closing Date and (ii) any such unperfected security shall be perfected promptly after the Closing Date, and in no event later than ninety (90) days after the Closing Date or such later date as the Administrative Agent may agree pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.

Personal Property Requirements. The Collateral Agent shall have received (to the extent not previously delivered on the Original Closing Date):received: (i) all certificates, agreements certificates or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers or similar instruments under local law undated and endorsed in blank; (ii) except with respect to any Excluded Intercompany Note, the Intercompany Note executed by and among Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s 's security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts and all Investment Property of each Loan Party (other than the UK Guarantor) (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement); (iv) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and 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 and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that 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, 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 date on or about the Original Closing Date (with respect to Loan Parties party to the Existing Credit Agreement) or of a recent date (with respect to all other Loan Parties) listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located 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);; and (vi) with respect to each location set forth on Schedule 4.01(p)(iv), 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 reasonably 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.

Personal Property Requirements. The Collateral Administrative Agent shall have received (to the extent not previously delivered on the Original Closing Date):received: (i) satisfactory evidence that all certificates, agreements certificates or instruments representing or evidencing the Securities Collateral (as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blankblank have been delivered to the Administrative Agent; (ii) the Intercompany Note executed by and among Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank; (iii) satisfactory evidence that all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Administrative Agent’s security interest in all Chattel Paper, all Instruments Instruments, all Deposit Accounts, all Securities Accounts, all Commodity 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 the Security Agreement)) have been delivered to the Administrative Agent; (iviii) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security Collateral Documents and, with respect to all UCC financing statements required to be filed pursuant (to the Loan Documents, evidence satisfactory to extent required by the Administrative Agent that 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 thereofSecurity Agreement); (viv) certified copies of 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 on or about in each of the Original Closing Date (with respect to Loan Parties party jurisdictions set forth in Schedule 11(a) and Schedule 11(b) attached to the Existing Credit Agreement) or of a recent date (with respect to all other Loan Parties) listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located 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)Perfection Certificate; (viv) with respect to each location set forth on Schedule 4.01(p)(iv)5.06 that is not owned in fee simple by a Loan Party or a Subsidiary, a Landlord Collateral Access Agreement or Bailee Letterbailee letter, as applicableindicated on such schedule; provided that no such Landlord Collateral 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 (viivi) evidence reasonably acceptable to the Collateral Administrative 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 Collateral Documents.