Common use of Ownership of Collateral; Security Interest Priority Clause in Contracts

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 Newco the Company hereunder, unless Newco the Company shall otherwise consent, (a) Company DEVELOPER 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 Newcothe Company, (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, Company (ii) those set forth in the Company Disclosure Schedule (as defined in the Transaction Agreement and other than federal and state securities law restrictions on shares of even date herewith between Newco and the Company) and refinancings or renewals thereof, (iii) those permitted by the Bank Credit Agreement's common stock), and (ivc) those liens that secure indebtedness permitted by Section 8.5 hereof (collectively, the "Permitted Liens"), nor there shall there be an no effective financing statement covering any such of the Collateral on file in any public office, other than those which evidence Permitted Liensin favor of the Company. This Agreement creates in favor of Newco the Company a valid and perfected secondfirst-priority security interest in the Collateral enforceable against Company DEVELOPER or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of CompanyDEVELOPER's obligations hereunder and under the Note, and all other obligations of Company DEVELOPER to Newcothe Company, 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 6.94.9, clause (b) and (c) and the immediately preceding sentence of this Section 6.9 4.9 shall not be inaccurate by reason of any purchase money security interest (including pursuant to a financing lease) in any equipment for CompanyDEVELOPER's storesStores.

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 (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 the Company or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of the Company's obligations hereunder and under the Note, and all other obligations of the 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 the Company's stores.

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 (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 the Company or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of the Company's obligations hereunder and under the Note, and all other obligations of the 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 the Company's stores.