Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Administrative Agent prompt written notice of any change in: (i) any Loan Party’s name; (ii) the location of any Loan Party’s chief executive office or, its principal place of business; (iii) any Loan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any Loan 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 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 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 (subject only to Permitted Encumbrances having priority by operation of Applicable Law) in the Collateral for its benefit and the benefit of the other Secured Parties. (b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices or in accordance with such prudent and standard practices used in industries that are the same as, or similar to, those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Administrative Agent may reasonably request in writing, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Administrative Agent prompt written notice of any change in: (i) any Loan Party’s name; (ii) the location of any Loan Party’s chief executive office or, its principal place of business; (iii) any Loan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any Loan 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 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 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 (subject only to Permitted Encumbrances having priority by operation of Applicable LawLaw Law or, with respect to Shared Collateral (as such term is defined in the Intercreditor Agreement), subject to Liens in favor of the Shared Collateral Agents (as such term is defined in the Intercreditor Agreement) to the extent provided in the Intercreditor Agreement) in the Collateral for its benefit and the benefit of the other Secured Parties.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices or in accordance with such prudent and standard practices used in industries that are the same as, or similar to, those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Administrative Agent may reasonably request in writing, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Administrative Agent prompt written notice of any change in: (i) any Loan Party’s name; (ii) the location of any Loan Party’s chief executive office or, its principal place of business; (iii) any Loan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any Loan 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 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 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 Encumbrances Liens having priority by operation of Applicable Law) and a second priority security interest in all of the 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.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral and the Xxxxxxxx Collateral owned by it as is consistent with its current practices or in accordance with such prudent and standard practices used in industries that are the same as, or similar to, those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral or the Xxxxxxxx Collateral, and, at such time or times as the Administrative Agent may reasonably request in writing, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any and all Collateral and Xxxxxxxx Collateral.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to will furnish to the Administrative Collateral Agent prompt (and in any event, within 30 days of such change, or such earlier date required by the ABL Credit Agreement) written notice of any change in: (i) any Loan PartyGrantor’s name; (ii) the location of any Loan PartyGrantor’s chief executive office or, or its principal place of business; (iii) any Loan PartyGrantor’s organizational legal entity designation structure or jurisdiction of incorporation or formation; or (iv) any Loan PartyGrantor’s Federal Taxpayer Identification Number or organizational identification number number, if any, 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 Administrative Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof)organization. Each Grantor agrees not to effect file or permit cause to be filed no later than 30 days (or such earlier date required by the ABL Credit Agreement) after the effective date of any change referred to in the preceding sentence unless all filings have been made filings, publications and registrations under the UCC or other Applicable Law that are required in order for the Administrative 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 the Collateral (which shall be (i) pari passu with the Liens securing the Term Loan Obligations and any Additional Pari Passu Obligations and (ii) prior to any other Lien on any of the Collateral, subject only to (a) with respect to the ABL Priority Collateral only, Permitted Encumbrances under the ABL Credit Agreement, and (b) other Permitted Encumbrances having priority by operation of Applicable Law) in the Collateral for its own benefit and the benefit of the other Secured Parties. The Collateral Agent shall have no duty to inquire about any of the changes described in this clause (a); the parties acknowledging and agreeing that each Grantor is solely responsible to take all action described in the immediately preceding sentence.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices or in accordance with such prudent and standard practices used in industries that are the same as, or similar to, those in which such Grantor is engaged, but in any event to include materially complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Administrative Collateral Agent may reasonably request in writing(it being understood that the Collateral Agent has no duty to make such request), promptly to prepare and deliver to the Administrative Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Administrative Agent prompt written notice of any change in: (i) any Loan Party’s name; (ii) the location of any Loan Party’s chief executive office or, its principal place of business; (iii) any Loan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any Loan 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 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 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 Encumbrances Liens having priority by operation of Applicable Law) and a second priority security interest in all of the 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.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices or in accordance with such prudent and standard practices used in industries that are the same as, or similar to, those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Administrative Agent may reasonably request in writing, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees to furnish to the Administrative Agent prompt written notice of any change in: (i) any Loan Party’s name; (ii) the location of any Loan Party’s chief executive office or, its principal place of business; (iii) any Loan Party’s organizational legal entity designation or jurisdiction of incorporation or formation; (iv) any Loan 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 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 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 (subject only to Permitted Encumbrances having priority by operation of Applicable LawLaw Law or, with respect to Shared Collateral (as such term is defined in the Intercreditor Agreement), subject to Liens in favor of the Shared Collateral Agents (as such term is defined in the Intercreditor Agreement) to the extent provided in the Intercreditor Agreement) in the Collateral for its benefit and the benefit of the other Secured Parties.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices or in accordance with such prudent and standard practices used in industries that are the same as, or similar to, those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Administrative Agent may reasonably request in writing, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Administrative Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)