Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of the Agent hereunder, unless the Agent shall otherwise consent, the Debtor shall be deemed to have represented and warranted that (i) the Debtor is the lawful owner of such Collateral and has the right and authority to subject the same to the security interest of the Agent hereunder; (ii) other than Permitted Liens (as defined in the Credit Agreement) and lessors' interest with respect to any security interest in any property leased by the Debtor as lessee, none of the Collateral is subject to any Lien other than that in favor of the Agent for the benefit of the Lenders and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of the Agent for the benefit of the Lenders. This Security Agreement creates in favor of the Agent for the benefit of the Lenders a valid first-priority security interest, subject only to Permitted Liens, in the Collateral enforceable against the Debtor and all third parties and securing the payment of the Secured Obligations. All financing statements necessary to perfect such security interest in the Collateral have been delivered by the Debtor to the Agent for filing. (b) Location of Offices, Records and Facilities. The Debtor's chief executive office and chief place of business and the office where the Debtor keeps its records concerning its accounts, contract rights, chattel paper, instruments, general intangibles and other obligations arising out of or in connection with the sale or lease of goods or the rendering of services or otherwise ("Receivables"), and all originals of all leases and other chattel paper which evidence SECURITY AGREEMENT
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Lenders hereunder, unless Lxxxxxx shall otherwise consent, Grantor shall be deemed to have represented and warranted that (a) Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of Lenders; and (b) other than Permitted Liens, none of the Collateral is subject to any Lien other than that in favor of Lenders and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of Lenders. This Agreement creates in favor of Lenders a valid security interest, subject only to Permitted Liens, in the Collateral (other than the Excluded Collateral), which security interest, upon filing of financing statements in the appropriate offices in the locations listed on Schedule 3.1, will be perfected for security interests that may be perfected by the filing of a financing statement, enforceable against Grantor and all third parties and securing the payment of the Secured Obligations. Grantor authorizes Lxxxxxx to file financing statements describing the Collateral as reasonably determined by Lxxxxxx and if requested will execute and deliver to Lenders all documents and take such other actions as may from time to time be reasonably requested by Lxxxxxx in order to maintain a security interest in, and if applicable, possession and control of, the Collateral. Grantor will not, without the prior written consent of Lenders, which will not be unreasonably withheld or delayed sell, lease, license, transfer, assign or otherwise dispose, or permit or suffer to be sold, leased, licensed, transferred, assigned or otherwise disposed, any of the Collateral, except for any assets permitted to be sold, leased, licensed, transferred, assigned or otherwise disposed under the Loan Agreement, subject to the terms of the Loan Agreement or sales in the ordinary course of business. Subject to any limitations in the Loan Agreement, Lenders or their attorneys may after a prior written notice and on regular business hours inspect the Collateral and for such purpose may enter upon any and all premises where the Collateral is or might be kept or located.
Ownership of Collateral; Security Interest Priority. At the time any --------------------------------------------------- Collateral becomes subject to a security interest of Newco hereunder, unless Newco shall otherwise consent, (a) Company or a Subsidiary shall be the lawful owner of such Collateral and have the right and authority to subject the same to the security interest of Newco, (b) none of the Collateral or collateral granted by any Subsidiary under a Subsidiary Security Agreement shall be subject to any lien or encumbrance other than (i) those in favor of Newco and that in favor of the Agent, (ii) those set forth in the Company Disclosure Schedule (as defined in the Transaction Agreement of even date herewith between Newco and the Company) and refinancings or renewals thereof, (iii) those permitted by the Bank Credit Agreement, and (iv) those liens that secure indebtedness permitted by Section 8.5 hereof (collectively, the "Permitted Liens"), nor shall there be an effective financing statement covering any such Collateral on file in any public office, other than those which evidence Permitted Liens. This Agreement creates in favor of Newco a valid and perfected second-priority security interest in the Collateral enforceable against Company or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of Company's obligations hereunder and under the Note, and all other obligations of Company to Newco, whether now existing or hereafter arising, and all filings and other actions necessary or desirable to create, preserve, or perfect such security interest have been duly taken. Notwithstanding the foregoing provisions of this Section 6.9, clause (b) and (c) and the immediately preceding sentence of this Section 6.9 shall not be inaccurate by reason of any purchase money security interest (including pursuant to a financing lease) in any equipment for Company's stores.
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of the Agent hereunder, unless the Agent shall otherwise consent, the Company shall be deemed to have represented and warranted that (i) the Company is the lawful owner of such Collateral and has the right and authority to subject the same to the security interest of the Agent; (ii) other than Liens permitted under the Credit Agreement, none of the Collateral is subject to any Lien other than that in favor of the Agent and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of the Agent. This Security Agreement creates in favor of the Agent a valid first-priority security interest in the Collateral enforceable against the Company and all third parties and securing the payment of the Secured Obligations. All financing statements necessary to perfect such security interest in the Collateral have been delivered by the Company to the Agent for filing.
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of the Company hereunder, unless the Company shall otherwise consent, the Subsidiary shall be deemed to have represented and warranted that (i) the Subsidiary is the lawful owner of such Collateral and has the right and authority to subject the same to the security interest of the Company; (ii) none of the Collateral is subject to any lien other than that in favor of the Company and there is no effective financing statement covering any of the Collateral on file in any public office, other than in favor of the Company. This Security Agreement creates in favor of the Company a valid and perfected first-priority security interest in the Collateral enforceable against the Subsidiary and all third parties and securing the payment of the Secured Obligations and all filings and other actions necessary or desirable to create, preserve or perfect such security interests have been duly taken.
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of the Administrative Agent hereunder, unless the Administrative Agent and the Lenders shall otherwise consent, the Company shall be deemed to have represented and warranted that (i) the Company is the lawful owner of such Collateral and has the right and authority to subject the same to the security interest of the Administrative Agent; (ii) other than Permitted Liens (as defined in the Credit Agreement) and lessors' interests with respect to any security interest in any property leased by the Company as lessee, none of the Collateral is subject to any Lien other than that in favor of the Administrative Agent and there is no effective financing statement or other filing covering any of the Collateral on file in any public office, other than in favor of the Administrative Agent. This Security Agreement creates in favor of the Administrative Agent a valid first-priority security interest, subject only to Permitted Liens, in the Collateral enforceable against the Company and all third parties and securing the payment of the Secured Obligations. All financing statements and other documents necessary to perfect such security interest in the Collateral have been delivered by the Company to the Administrative Agent for filing.
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of the Agent hereunder, unless the Agent shall otherwise consent, the Company shall be deemed to have represented and warranted that (i) the Company is the lawful owner of such Collateral and has the right and authority to subject the same to the security interest of the Agent; (ii) none of the Collateral is subject to any Lien other than that in favor of the Agent, and (iii) there is no effective financing statement covering any of the Collateral on file in any public office, other than in favor of the Agent. This Security Agreement creates in favor of the Agent a valid and perfected first-priority security interest in the Collateral enforceable against the Company and all third parties and securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to create, preserve or perfect such security interests have been duly taken.
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Newco hereunder, unless Newco shall otherwise consent, (a) the Company or a Subsidiary shall be the lawful owner of such Collateral and have the right and authority to subject the same to the security interest of Newco, (b) none of the Collateral or collateral granted by any Subsidiary under a Subsidiary Security Agreement shall be subject to any lien or encumbrance other than
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Boston Chicken hereunder, unless Boston Chicken shall otherwise consent, (a) the Company or a Subsidiary shall be the lawful owner of such Collateral and have the right and authority to subject the same to the security interest of Boston Chicken, (b) none of the Collateral shall be subject to any lien or encumbrance other than that in favor of Boston Chicken, and (c) there shall be no effective financing statement covering any of the Collateral on file in any public office, other than in favor of Boston Chicken. This Agreement creates in favor of Boston Chicken a valid and perfected first-priority security interest in the Collateral enforceable against the Company or its Subsidiary, as the case may be, and all third parties and secures the payment of the Company's obligations hereunder and under the Note, and all other obligations of the Company to Boston Chicken, whether now existing or hereafter arising, and all filings and other actions necessary or desirable to create, preserve, or perfect such security interest have been duly taken.
Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of Newco hereunder, unless Newco shall otherwise consent, the Subsidiary shall be deemed to have represented and warranted that (i) the Subsidiary is the lawful owner of such Collateral and has the right and authority to subject the same to the security interest of Newco; (ii) none of the Collateral is subject to any lien other than Permitted Liens and there is no effective financing statement covering any of the Collateral on file in any public office, other than those evidencing Permitted Liens. This Security Agreement creates in favor of Newco a valid and perfected security interest in the Collateral enforceable against the Subsidiary and all third parties and securing the payment of the Secured Obligations and all filings and other actions necessary or desirable to create, preserve or perfect such security interests have been duly taken.
