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 the Company hereunder, unless the Company shall otherwise consent, (a) 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 the Company, (b) none of the Collateral shall be subject to any lien or encumbrance other than that in favor of the Company (and other than federal and state securities law restrictions on shares of the Company's common stock), 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 the Company. This Agreement creates in favor of the Company a valid and perfected first-priority security interest in the Collateral enforceable against DEVELOPER or its Subsidiary, as the case may be, and all third parties and secures the payment of DEVELOPER's obligations hereunder and under the Note, and all other obligations of DEVELOPER to the 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 4.9, clause (b) and (c) and the immediately preceding sentence of this Section 4.9 shall not be inaccurate by reason of any purchase money security interest (including pursuant to a financing lease) in any equipment for DEVELOPER's Stores.

Ownership of Collateral; Security Interest Priority. At the time any --------------------------------------------------- Collateral becomes subject to a security interest of the Company Newco hereunder, unless the Company Newco shall otherwise consent, (a) DEVELOPER 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 the CompanyNewco, (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 other than federal and state securities law restrictions on shares of the Company's common stock)) and refinancings or renewals thereof, (iii) those permitted by the Bank Credit Agreement, and (civ) those liens that secure indebtedness permitted by Section 8.5 hereof (collectively, the "Permitted Liens"), nor shall there shall be no an effective financing statement covering any of the such Collateral on file in any public office, other than in favor of the Companythose which evidence Permitted Liens. This Agreement creates in favor of the Company Newco a valid and perfected firstsecond-priority security interest in the Collateral enforceable against DEVELOPER Company or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of DEVELOPERCompany's obligations hereunder and under the Note, and all other obligations of DEVELOPER Company to the CompanyNewco, 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 4.96.9, clause (b) and (c) and the immediately preceding sentence of this Section 4.9 6.9 shall not be inaccurate by reason of any purchase money security interest (including pursuant to a financing lease) in any equipment for DEVELOPERCompany's Storesstores.

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of the Company Newco hereunder, unless the Company Newco shall otherwise consent, (a) DEVELOPER 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 the CompanyNewco, (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 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 other than federal and state securities law restrictions on shares of the Company's common stock)) and refinancings or renewals thereof, (iii) those permitted by the Bank Credit Agreement, and (civ) those liens that secure indebtedness permitted by Section 8.5 hereof (collectively, the "Permitted Liens"), nor shall there shall be no an effective financing statement covering any of the such Collateral on file in any public office, other than in favor of the Companythose which evidence Permitted Liens. This Agreement creates in favor of the Company Newco a valid and perfected firstsecond-priority security interest in the Collateral enforceable against DEVELOPER the Company or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of DEVELOPERthe Company's obligations hereunder and under the Note, and all other obligations of DEVELOPER the Company to the CompanyNewco, 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 4.96.9, clause (b) and (c) and the immediately preceding sentence of this Section 4.9 6.9 shall not be inaccurate by reason of any purchase money security interest (including pursuant to a financing lease) in any equipment for DEVELOPERthe Company's Storesstores.

Ownership of Collateral; Security Interest Priority. At the time any Collateral becomes subject to a security interest of the Company Newco hereunder, unless the Company Newco shall otherwise consent, (a) DEVELOPER 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 the CompanyNewco, (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 other than federal and state securities law restrictions on shares of the Company's common stock)) and refinancings or renewals thereof, (iii) those permitted by the Bank Credit Agreement, and (civ) those liens that secure indebtedness permitted by Section 8.5 hereof (collectively, the "Permitted Liens"), nor shall there shall be no an effective financing statement covering any of the such Collateral on file in any public office, other than in favor of the Companythose which evidence Permitted Liens. This Agreement creates in favor of the Company Newco a valid and perfected firstsecond-priority security interest in the Collateral enforceable against DEVELOPER the Company or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of DEVELOPERthe Company's obligations hereunder and under the Note, and all other obligations of DEVELOPER the Company to the CompanyNewco, 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 4.96.9, clause (b) and (c) and the immediately preceding sentence of this Section 4.9 6.9 shall not be inaccurate by reason of any purchase money security interest (including pursuant to a financing lease) in any equipment for DEVELOPERthe Company's Storesstores.

Ownership of Collateral; Security Interest Priority. At the time any --------------------------------------------------- Collateral becomes subject to a security interest of the Company Newco hereunder, unless the Company Newco shall otherwise consent, (a) DEVELOPER 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 the CompanyNewco, (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 other than federal and state securities law restrictions on shares of the Company's common stock)) and refinancings or renewals thereof, (iii) those permitted by the Bank Credit Agreement, and (civ) those liens that secure indebtedness permitted by Section 8.5 hereof (collectively, the "Permitted Liens"), nor shall there shall be no an effective financing statement covering any of the such Collateral on file in any public office, other than in favor of the Companythose which evidence Permitted Liens. This Agreement creates in favor of the Company Newco a valid and perfected firstsecond-priority security interest in the Collateral enforceable against DEVELOPER the Company or its Subsidiary, as the case may be, and all third parties (other than the Agent) and secures the payment of DEVELOPERthe Company's obligations hereunder and under the Note, and all other obligations of DEVELOPER the Company to the CompanyNewco, 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 4.96.9, clause (b) and (c) and the immediately preceding sentence of this Section 4.9 6.9 shall not be inaccurate by reason of any purchase money security interest (including pursuant to a financing lease) in any equipment for DEVELOPERthe Company's Storesstores.