Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Collateral Agent prompt written notice of any change in: (i) any Grantor’s name; (ii) the location of any Grantor’s chief executive office or, its principal place of business; (iii) any Grantor’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any Grantor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation; or (v) the acquisition by any Grantor of any material property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or other Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the Security Interest in such property is required by the terms hereof) first priority security interest in all of the Xxxxxxxx Collateral (subject only to Permitted Liens having priority by operation of Applicable Law) and a second priority security interest in all of the Collateral (subject only to (i) with respect to the ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by operation of Applicable Law) for its benefit and the benefit of the other Secured Parties.
Appears in 2 contracts
Samples: License Agreement, License Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Collateral Administrative Agent prompt written notice of any change in: (i) any GrantorLoan Party’s name; (ii) the location of any GrantorLoan Party’s chief executive office or, its principal place of business; (iii) any GrantorLoan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any GrantorLoan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation; or (v) the acquisition by any Grantor of any material property for which additional filings or recordings are necessary to perfect and maintain the Collateral Administrative Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or other Applicable Law that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the Security Interest in such property is required by the terms hereof) ), a first priority security interest in all of the Xxxxxxxx Collateral (subject only to Permitted Liens having priority by operation of Applicable Law) and a second priority security interest in all of the Collateral (subject only to (i) with respect to the ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by operation of Applicable Law) for its benefit and the benefit of the other Secured Parties.
Appears in 2 contracts
Samples: Credit Agreement (Toys R Us Inc), Security Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Collateral Administrative Agent prompt written notice of any change in: (i) any GrantorLoan Party’s name; (ii) the location of any GrantorLoan Party’s chief executive office or, its principal place of business; (iii) any GrantorLoan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any GrantorLoan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation; or (v) the acquisition by any Grantor of any material property for which additional filings or recordings are necessary to perfect and maintain the Collateral Administrative Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or other Applicable Law that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the Security Interest in such property is required by the terms hereof) ), a first priority security interest in all of the Xxxxxxxx Collateral (subject only to Permitted Liens having priority by operation of Applicable Law) and a second priority security interest in all of the Collateral Collateral, in each case with the priority required by the Intercreditor Agreements (subject only to (i) with respect to the Collateral (other than Canadian Pledge Collateral) constituting ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by operation of Applicable Law) for its benefit and the benefit of the other Secured Parties.
Appears in 2 contracts
Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Collateral Administrative Agent prompt written notice of any change in: (i) any GrantorLoan Party’s name; (ii) the location of any GrantorLoan Party’s chief executive office or, its principal place of business; (iii) any GrantorLoan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any GrantorLoan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation; or (v) the acquisition by any Grantor of any material property for which additional filings or recordings are necessary to perfect and maintain the Collateral Administrative Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or other Applicable Law that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the Security Interest in such property is required by the terms hereof) ), first priority security interest in all of the Xxxxxxxx Collateral (subject only to Permitted Liens Encumbrances having priority by operation of Applicable Law) and a second priority security interest in all of the Collateral (subject only to (i) Law Law or, with respect to Shared Collateral (as such term is defined in the ABL Collateral onlyIntercreditor Agreement), subject to Liens securing the obligations in favor of the Grantors with respect Shared Collateral Agents (as such term is defined in the Intercreditor Agreement) to the ABL Credit extent provided in the Intercreditor Agreement, and (ii) Permitted Liens having priority by operation of Applicable Law) in the Collateral for its benefit and the benefit of the other Secured Parties.
Appears in 2 contracts
Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Collateral Administrative Agent prompt written notice of any change in: (i) any GrantorLoan Party’s name; (ii) the location of any GrantorLoan Party’s chief executive office or, its principal place of business; (iii) any GrantorLoan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any GrantorLoan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation; or (v) the acquisition by any Grantor of any material property for which additional filings or recordings are necessary to perfect and maintain the Collateral Administrative Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or other Applicable Law that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the Security Interest in such property is required by the terms hereof) ), first priority security interest in all of the Xxxxxxxx Collateral (subject only to Permitted Liens Encumbrances having priority by operation of Applicable Law) and a second priority security interest in all of the Collateral (subject only to (i) with respect to the ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by operation of Applicable Law) for its benefit and the benefit of the other Secured Parties.
Appears in 1 contract
Samples: Security Agreement (Toys R Us Inc)