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Exhibit 10.118 SUBORDINATED SECURITY AGREEMENT This
SUBORDINATED SECURITY AGREEMENT (this " Agreement ") is made
this 23rd day of December, 2008, among Grantors listed on the
signature pages hereof and those additional entities that hereafter
become parties hereto by executing the form of Supplement attached
hereto as Annex 1 (collectively, jointly and severally,
" Grantors " and each individually, " Grantor "), and
RUSS BERRIE AND COMPANY, INC. (together with its successors and
assigns, " Secured Party "). W I T N E S S E T H: WHEREAS,
pursuant to that certain Purchase Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the "
Acquisition Agreement "), dated December 23, 2008,
between The Russ Companies, Inc., a Delaware corporation (the "
Purchaser ") and the Secured Party, the Purchaser will
purchase all of the issued and outstanding capital stock of each
Sub (as defined in the Acquisition Agreement) and certain other
assets described therein. WHEREAS, in connection with the
Acquisition Agreement, the Purchaser issued to Secured Party a
Secured Promissory Note, dated as of December 23, 2008, in the
original principal amount of $19,000,000 (as amended, restated,
supplemented or otherwise modified from time to time, the "
Note "). WHEREAS, the Secured Party is party to that certain
Guaranty (as amended, restated, supplemented or otherwise modified
from time to time, the " Guaranty "), dated as of December
23, 2008, by and among the Secured Party, The Encore Group Inc. and
the other guarantors thereunder (together with The Encore Group,
Inc., " Guarantors "), pursuant to which Guarantors have
agreed, inter alia , to guaranty Purchaser’s
obligations under the Note. WHEREAS, the Purchaser and the other
Grantors are party to that certain Credit and Security Agreement of
even date herewith (as amended, restated, supplemented or otherwise
modified from time to time, the " Financing Agreement ")
among each of such Grantors as borrowers and Wells Fargo Bank,
National Association, as lender (" WF" ). WHEREAS, the
Secured Party is party to that certain Intercreditor Agreement (as
amended or otherwise modified from time to time, the "
Subordination Agreement "), dated December 23, 2008,
between the Secured Party and WF, and acknowledged by the
Purchaser. WHEREAS, in order to induce the Secured Party to enter
into the Acquisition Agreement, Grantors have agreed to grant to
the Secured Party a continuing security interest in and to the
Collateral (subject to the terms of the Subordination Agreement) in
order to secure the payment of the Secured Obligations (as defined
herein), by the granting of the security interests contemplated by
this Agreement.
NOW, THEREFORE, for and in consideration of the recitals made
above and other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the
parties hereto agree as follows: 1. Defined Terms. All
capitalized terms used herein (including, without limitation, in
the preamble and recitals hereof) without definition shall have the
meanings ascribed thereto in the Acquisition Agreement. In addition
to those terms defined elsewhere in this Agreement, as used in this
Agreement, the following terms shall have the following meanings:
(a) " Account " means an account (as that term is
defined in the Code). (b) " Account Debtor " means any
Person who is or who may become obligated under, with respect to,
or on account of, an Account Receivable, chattel paper, or a
general intangible. (c) " Account Receivable " means,
with respect to any Person, all of such Person’s now owned or
hereafter acquired right, title, and interest with respect to
"accounts" (as that term is defined in the Code), any and all
"supporting obligations" (as that term is defined in the Code) in
respect thereof, and any and all other accounts receivable,
collections and payments receivable (including insurance proceeds,
proceeds of cash sales, rental proceeds and tax refunds).
(d) " Capitalized Lease " means, with respect to any
Person, any lease of real or personal property by such Person as
lessee which is required in accordance with GAAP to be capitalized
on the balance sheet of such Person. (e) " Capitalized
Lease Obligations " means, with respect to any Person,
obligations of such Person and its Subsidiaries under Capitalized
Leases, and, for purposes hereof, the amount of any such obligation
shall be the capitalized amount thereof determined in accordance
with GAAP. (f) " Capital Stock " means (i) with
respect to any Person that is a corporation, any and all shares,
interests, participations or other equivalents (however designated
and whether or not voting) of corporate stock, and (ii) with
respect to any Person that is not a corporation, any and all
partnership, membership or other equity interests of such Person.
(g) " Cash and Cash Equivalents " means all cash,
deposit or securities account balances, certificates of deposit or
other financial instruments properly classified as cash or cash
equivalents under GAAP. (h) " Code " means the New York
Uniform Commercial Code, as in effect from time to time; provided,
however, that in the event that, by reason of mandatory provisions
of law, any or all of the attachment, perfection, priority, or
remedies with respect to Secured Party’s Lien on any
Collateral is governed by the Uniform Commercial Code as enacted
and in effect in a jurisdiction other than the State of New York,
the term "Code" shall mean the Uniform Commercial Code as enacted
and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection,
priority, or remedies. (i) " Collateral " has the meaning
specified in Section 2 . (j) " Control
Agreement " means a control agreement, in form and substance
satisfactory to Secured Party, executed and delivered by each
relevant Grantor, Secured Party or its agent, and the applicable
securities intermediary (with respect to a Securities Account) or
bank (with respect to a Deposit Account). (k) "
Copyrights " means copyrights and copyright registrations,
including, without limitation, the copyright registrations and
recordings thereof and all applications in connection therewith
listed on Schedule 1 attached hereto and made a part
hereof, and (i) all reissues, continuations, extensions or
renewals thereof, (ii) all income, royalties, damages and
payments now and hereafter due and/or payable under and with
respect thereto, including, without limitation, payments under all
licenses entered into in connection therewith and damages and
payments for past or future infringements or dilutions thereof,
(iii) the right to sue for past, present and future
infringements and dilutions thereof, (iv) the goodwill of each
such Grantor’s business symbolized by the foregoing and
connected therewith, and (v) all of each such Grantor’s
rights corresponding thereto throughout the world.
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(l) " Copyright Security Agreement " means each
Copyright Security Agreement among Grantors, or any of them, and
Secured Party in substantially the form of Exhibit A
attached hereto, pursuant to which Grantors have granted to Secured
Party a security interest in all their respective Copyrights.
(m) " Deposit Accounts " means a deposit account (as
that term is defined in the Code). (n) " Domestic
Subsidiary " means any Subsidiary of the Purchaser that is not
a "controlled foreign corporation" as defined in the Internal
Revenue Code of 1986, as amended (or any successor statute thereto)
and the regulations thereunder. (o) " Effective Date "
means the date of this Agreement. (p) " Equipment "
means equipment (as that term is defined in the Code). (q) "
Equity Interests " means all shares, units, options,
warrants, interests, participations, or other equivalents
(regardless of how designated) of or in a corporation, partnership,
limited liability company, or equivalent entity or other Person,
whether voting or nonvoting, including general partner partnership
interests, limited partner partnership interests, limited liability
company membership interests, common stock, preferred stock, or any
other "equity security" (as such term is defined in
Rule 3a11-1 of the General Rules and Regulations promulgated
by the SEC under the Exchange Act); in each case whether
constituting "general intangibles" or "investment property" or
otherwise under (and as defined in) the Code. (r) " Event
of Default " means (i) the failure by the Purchaser to pay
all or any portion of any Secured Obligation as and when due,
(ii) the occurrence of any Event of Default described in
Section III of the Note or (iii) the occurrence of any
event described in Section V of the Note. (s) "
Governmental Authority " means any nation or government, any
Federal, state, city, town, municipality, county, local or other
political subdivision thereof or thereto and any department,
commission, board, bureau, instrumentality, agency or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.
(t) " Intellectual Property " means any and all
Intellectual Property Licenses, Patents, Copyrights, Trademarks,
the goodwill associated with such Trademarks, trade secrets and
customer lists. (u) " Intellectual Property Licenses "
means rights under or interest in any patent, trademark, copyright
or other intellectual property, including software license
agreements with any other party, whether the applicable Grantor is
a licensee or licensor under any such license agreement, including,
without limitation, the license agreements listed on
Schedule 2 attached hereto and made a part hereof, and
the right to use the foregoing in connection with the enforcement
of the payment of the Secured Obligations, including, without
limitation, the right to prepare for sale and sell any and all
Inventory and Equipment now or hereafter owned by any such Grantor
and now or hereafter covered by such licenses. (v) "
Inventory " means inventory (as that term is defined in the
Code). (w) " Investment Related Property " means
(i) investment property (as that term is defined in the Code),
and (ii) all of the following regardless of whether classified
as investment property under the Code: all Pledged Interests,
Pledged Operating Agreements, and Pledged Partnership
Agreements.
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(x) " Lien " means any mortgage, deed of trust,
pledge, lien (statutory or otherwise), security interest, charge or
other encumbrance or security or preferential arrangement of any
nature, including, without limitation, any conditional sale or
title retention arrangement, any Capitalized Lease and any
assignment, deposit arrangement or financing lease intended as, or
having the effect of, security. (y) " Mortgage " means
a mortgage, deed of trust or deed to secure debt, in form and
substance substantially similar to that provided in accordance with
the Financing Agreement or the Senior Security Agreement, as
applicable, made by a Grantor in favor of the Secured Party
securing the Secured Obligations and delivered to the Secured Party
pursuant to the provisions hereof or otherwise. (z) "
Patents " means patents and patent applications, including,
without limitation, the patents and patent applications listed on
Schedule 3 attached hereto and made a part hereof, and
(i) all renewals thereof, (ii) all income, royalties,
damages and payments now and hereafter due and/or payable under and
with respect thereto, including, without limitation, payments under
all licenses entered into in connection therewith and damages and
payments for past or future infringements or dilutions thereof,
(iii) the right to sue for past, present and future
infringements and dilutions thereof, and (iv) all of each
Grantor’s rights corresponding thereto throughout the world.
(aa) " Patent Security Agreement " means each Patent
Security Agreement among Grantors, or any of them, and Secured
Party in substantially the form of Exhibit B attached
hereto, pursuant to which Grantors have granted to Secured Party a
security interest in all their respective Patents. (bb) "
Permitted Discretion " means a determination made in the
exercise of reasonable (from the perspective of a secured lender)
business judgment. (cc) " Permitted Liens " has the
meaning specified in the Financing Agreement. (dd) "
Person " means an individual, corporation, limited liability
company, partnership, association, joint-stock company, trust,
unincorporated organization, joint venture or other enterprise or
entity or Governmental Authority. (ee) " Pledged
Companies " means, each Person listed on Schedule 4
hereto as a "Pledged Company", together with each other Person, all
or a portion of whose Equity Interests are acquired or otherwise
owned by a Grantor after the Effective Date. (ff) " Pledged
Interests " means all of each Grantor’s right, title and
interest in and to all of the Equity Interests now or hereafter
owned by such Grantor, regardless of class or designation,
including, without limitation, in each of the Pledged Companies,
and all substitutions therefor and replacements thereof, all
proceeds thereof and all rights relating thereto, including,
without limitation, any certificates representing the Equity
Interests, the right to request after the occurrence and during the
continuation of an Event of Default that such Equity Interests be
registered in the name of Secured Party or any of its nominees, the
right to receive any certificates representing any of the Equity
Interests and the right to require that such certificates be
delivered to Secured Party together with undated powers or
assignments of investment securities with respect thereto, duly
endorsed in blank by such Grantor, all warrants, options, share
appreciation rights and other rights, contractual or otherwise, in
respect thereof and of all dividends, distributions of income,
profits, surplus, or other compensation by way of income or
liquidating distributions, in cash or in kind, and cash,
instruments, and other property from time to time received,
receivable, or otherwise distributed in respect of or in addition
to, in substitution of, on account of, or in exchange for any or
all of the foregoing; provided, however, that Pledged Interests
shall not include more than 65% of the issued and outstanding
Equity Interests in any direct or indirect Subsidiary of such
Grantor which is not incorporated under the laws of any state of
the United States of America or the District of Columbia.
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(gg) " Pledged Interests Addendum " means a Pledged
Interests Addendum substantially in the form of
Exhibit C to this Agreement. (hh) " Pledged
Operating Agreements " means all of each Grantor’s
rights, powers, and remedies under the limited liability company
operating agreements of each of the Pledged Companies that is a
limited liability company. (ii) " Pledged Partnership
Agreements " means all of each Grantor’s rights, powers,
and remedies under the partnership agreements of each of the
Pledged Companies that is a partnership. (jj) " Real
Property " means any estates or interests in real property now
owned or hereafter acquired by Grantors or any Domestic Subsidiary
of any Grantor and the improvements thereto. (kk) "
Records " means information that is inscribed on a tangible
medium or which is stored in an electronic or other medium and is
retrievable in perceivable form. (ll) " Secured
Obligations " means, collectively, (i) any and all amounts
payable to the Secured Party under the Note; (ii) all
principal, premium, interest, fees, attorneys’ fees, costs,
charges, expenses, reimbursement obligations, indemnities,
guaranties, and all other amounts payable by the Purchaser in
relation to the foregoing; (iii) the Guaranteed Obligations
(as such term is defined in the Guaranty); (v) all obligations
of each Grantor under this Agreement and any other Security
Document, in each case whether arising before, during or after the
commencement of any Insolvency Proceeding with respect to one or
more Grantors (including, in each case, all fees, interest,
attorneys’ fees, costs, charges, reimbursement obligations,
indemnities, guaranties and all other amounts which would accrue
and become due but for the commencement of such Insolvency
Proceeding whether or not such amounts are allowed or allowable in
whole or in part in any such Insolvency Proceeding). (mm) "
Securities Account " means a securities account (as that
term is defined in the Code). (nn) " Security Documents
" means, collectively, this Agreement, each Copyright Security
Agreement, Patent Security Agreement and Trademark Security
Agreement, the Assignment of Life Insurance Policy as Collateral
insuring the life of Richard Snow, and any other agreement,
instrument or document securing the Secured Obligations. (oo)
"Senior Lender" means Wells Fargo Bank, National Association
. (pp) "Senior Security Agreement" means the Financing
Agreement . (qq) " Subsidiary " means, with respect
to any Person at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association,
joint venture or other business entity (i) the accounts of
which would be consolidated with those of such Person in such
Person’s consolidated financial statements if such financial
statements were prepared in accordance with GAAP or (ii) of
which more than 50% of (A) the outstanding Capital Stock
having (in the absence of contingencies) ordinary voting power to
elect a majority of the board of directors or other managing body
of such Person, (B) in the case of a partnership or limited
liability company, the interest in the capital or profits of such
partnership or limited liability company or (C) in the case of
a trust, estate, association, joint venture or other entity, the
beneficial interest in such trust, estate, association or other
entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more
intermediaries, by such Person.
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(rr) " Trademarks " means trademarks, trade names,
registered trademarks, trademark applications, service marks,
registered service marks and service mark applications, including,
without limitation, the trade names, registered trademarks,
trademark applications, registered service marks and service mark
applications listed on Schedule 5 attached hereto and
made a part hereof, and (i) all renewals thereof,
(ii) all income, royalties, damages and payments now and
hereafter due and/or payable under and with respect thereto,
including, without limitation, payments under all licenses entered
into in connection therewith and damages and payments for past or
future infringements or dilutions thereof, (iii) the right to
sue for past, present and future infringements and dilutions
thereof, (iv) the goodwill of each Grantor’s business
symbolized by the foregoing and connected therewith, and
(v) all of each Grantor’s rights corresponding thereto
throughout the world. (ss) " Trademark Security
Agreement " means each Trademark Security Agreement among
Grantors, or any of them, and Secured Party, in substantially the
form of Exhibit D attached hereto, pursuant to which
Grantors have granted to Secured Party a security interest in all
their respective Trademarks. (tt) " URL " means "uniform
resource locator," an internet web address. If any term used herein
is defined by reference to its definition in the Code, and such
term is defined in Article 9 of the Code and in another
Article of the Code, then the Article 9 definition of such
term should control for all purposes hereunder. 2. Grant
of Security . Each Grantor hereby unconditionally grants,
collaterally assigns and pledges to Secured Party a continuing
security interest in all personal property of such Grantor whether
now owned or hereafter acquired or arising and wherever located
(hereinafter referred to as the " Security Interest "),
including, without limitation, such Grantor’s right, title,
and interest in and to the following, whether now owned or
hereafter acquired or arising and wherever located (the "
Collateral "): (a) all of such Grantor’s
Accounts; (b) all of such Grantor’s books and records
(including all of its Records indicating, summarizing, or
evidencing its assets (including the Collateral) or liabilities,
all of its Records relating to its business operations or financial
condition, and all of its goods or General Intangibles related to
such information) (" Books "); (c) all of such
Grantor’s chattel paper (as that term is defined in the Code)
and, in any event, including, without limitation, tangible chattel
paper and electronic chattel paper (" Chattel Paper ");
(d) all of such Grantor’s interest with respect to any
Deposit Account; (e) all of such Grantor’s Equipment and
fixtures;
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(f) All of such Grantor’s general intangibles (as
that term is defined in the Code) and, in any event, including,
without limitation, payment intangibles, contract rights, rights to
payment, rights arising under common law, statutes, or regulations,
choses or things in action, goodwill (including the goodwill
associated with any Trademark, Patent, or Copyright), Patents,
Trademarks, Copyrights, URLs and domain names, industrial designs,
other industrial or Intellectual Property or rights therein or
applications therefor, whether under license or otherwise,
programs, programming materials, blueprints, drawings, purchase
orders, customer lists, monies due or recoverable from pension
funds, route lists, rights to payment and other rights under any
royalty or licensing agreements, including Intellectual Property
Licenses, infringement claims, computer programs, information
contained on computer disks or tapes, software, literature,
reports, catalogs, pension plan refunds, pension plan refund
claims, insurance premium rebates, tax refunds, and tax refund
claims, uncertificated securities, and any other personal property
other than Commercial Tort Claims, money, Accounts, Chattel Paper,
Deposit Accounts, goods (as such term is defined in the Code),
Investment Related Property, Negotiable Collateral, and oil, gas,
or other minerals before extraction (" General Intangibles
"); (g) all of such Grantor’s Inventory; (h) all of
such Grantor’s Investment Related Property; (i) all of
such Grantor’s letters of credit, letter-of-credit rights,
instruments, promissory notes, drafts, and documents (as such terms
may be defined in the Code) (" Negotiable Collateral ");
(j) all of such Grantor’s rights in respect of
supporting obligations (as such term is defined in the Code),
including letters of credit and guaranties issued in support of
Accounts, Chattel Paper, documents, General Intangibles,
instruments, or Investment Related Property (" Supporting
Obligations "); (k) all of such Grantor’s interest
with respect to any commercial tort claims (as that term is defined
in the Code), including, without limitation those commercial tort
claims listed on Schedule 6 attached hereto ("
Commercial Tort Claims "); (l) all of such
Grantor’s money, Cash Equivalents, or other assets of each
such Grantor that now or hereafter come into the possession,
custody, or control of Secured Party; and (m) all of the
proceeds and products, whether tangible or intangible, of any of
the foregoing, including proceeds of insurance or commercial tort
claims covering or relating to any or all of the foregoing, and any
and all Accounts, Books, Chattel Paper, Deposit Accounts,
Equipment, General Intangibles, Inventory, Investment Related
Property, Negotiable Collateral, Supporting Obligations, Commercial
Tort Claims, money, or other tangible or intangible property
resulting from the sale, lease, license, exchange, collection, or
other disposition of any of the foregoing, the proceeds of any
award in condemnation with respect to any of the property of
Grantors, any rebates or refunds, whether for taxes or otherwise,
and all proceeds of any such proceeds, or any portion thereof or
interest therein, and the proceeds thereof, and all proceeds of any
loss of, damage to, or destruction of the above, whether insured or
not insured, and, to the extent not otherwise included, any
indemnity, warranty, or guaranty payable by reason of loss or
damage to, or otherwise with respect to any of the foregoing
Collateral (the " Proceeds "). Without limiting the
generality of the foregoing, the term "Proceeds" includes whatever
is receivable or received when Investment Related Property or
proceeds are sold, exchanged, collected, or otherwise disposed of,
whether such disposition is voluntary or involuntary, and includes,
without limitation, proceeds of any indemnity or guaranty payable
to any Grantor or Secured Party from time to time with respect to
any of the Investment Related Property.
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3. Security for Obligations . This Agreement and
the Security Interest created hereby secures the payment and
performance of all the Secured Obligations, whether now existing or
arising hereafter. Without limiting the generality of the
foregoing, this Agreement secures the payment of all amounts which
constitute part of the Secured Obligations and would be owed by
Grantors, or any of them, to the Secured Party but for the fact
that they are unenforceable or not allowable due to the existence
of an Insolvency Proceeding involving any Grantor. 4.
Grantors Remain Liable . Anything herein to the contrary
notwithstanding, (a) each of the Grantors shall remain liable
under the contracts and agreements included in the Collateral,
including, without limitation, the Pledged Operating Agreements and
the Pledged Partnership Agreements, to perform all of the duties
and obligations thereunder to the same extent as if this Agreement
had not been executed and (b) the exercise by Secured Party of
any of the rights hereunder shall not release any Grantor from any
of its duties or obligations under such contracts and agreements
included in the Collateral. Until an Event of Default shall occur
and be continuing, except as otherwise provided in this Agreement,
Grantors shall have the right to possession and enjoyment of the
Collateral for the purpose of conducting the ordinary course of
their respective businesses, subject to and upon the terms hereof.
Without limiting the generality of the foregoing, it is the
intention of the parties hereto that record and beneficial
ownership of the Pledged Interests, including, without limitation,
all voting, consensual, and dividend rights, shall remain in the
applicable Grantor until the occurrence of an Event of Default and
until Secured Party shall notify in writing the applicable Grantor
of Secured Party’s exercise of voting, consensual, and/or
dividend rights with respect to the Pledged Interests pursuant to
Section 15 hereof. 5. Representations and
Warranties . Each Grantor hereby represents and warrants as
follows: (a) The exact legal name of each of the Grantors is
set forth on the signature pages of this Agreement or a written
notice provided to Secured Party. (b) Schedule 7
attached hereto sets forth all Real Property owned in fee by
Grantors as of the Effective Date. (c) As of the Effective
Date, no Grantor has any interest in, or title to, any Copyrights,
Intellectual Property Licenses, Patents, or Trademarks except as
set forth on Schedules 1, 2, 3 and 5 , respectively,
attached hereto. This Agreement is effective to create a valid and
continuing Lien on such Copyrights, Intellectual Property Licenses,
Patents and Trademarks and, upon filing of the Copyright Security
Agreement with the United States Copyright Office and filing of the
Patent Security Agreement and the Trademark Security Agreement with
the United States Patent and Trademark Office, and the filing of
appropriate financing statements in the jurisdictions listed on
Schedule 8 hereto and payment of all fees, all action
necessary or desirable to protect and perfect the Security Interest
in and to on each Grantor’s Patents, Trademarks, or
Copyrights has been taken and such perfected Security Interests are
enforceable as such as against any and all creditors of and
purchasers from any Grantor except with respect to the Senior
Lender. No Grantor has any interest in any Copyright that is
necessary or economically desirable in connection with the
operation of the Purchaser’s business, or that generates any
revenue in excess of $100,000, except for those Copyrights
identified on Schedule 1 attached hereto which have
been registered with the United States Copyright Office.
(d) This Agreement creates a valid security interest in the
Collateral of each of Grantors, to the extent a security interest
therein can be created under the Code, securing the payment of the
Secured Obligations. Except to the extent a security interest in
the Collateral cannot be perfected by the filing of a financing
statement under the Code, all filings and other actions necessary
or desirable to perfect and protect such security interest have
been duly taken or will have been taken upon the filing of
financing statements listing each applicable Grantor, as a debtor,
and Secured Party, as secured party, in the jurisdictions listed
next to such Grantor’s name on Schedule 8
attached hereto. Upon the making of such filings and payment of all
fees, Secured Party shall have a second priority (junior only to
the Liens in favor of the Senior Lender and any Permitted Liens
defined in and described in the Financing Agreement) perfected
security interest in the Collateral of each Grantor to the extent
such security interest can be perfected by the filing of a
financing statement.
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(e) Except for the Security Interest created hereby and
under the Senior Security Agreement, each Grantor is and will at
all times be the sole holder of record and the legal and beneficial
owner, free and clear of all Liens other than Liens permitted under
the Senior Security Agreement, of the Pledged Interests indicated
on Schedule 4 as being owned by such Grantor and, when
acquired by such Grantor, any Pledged Interests acquired after the
Effective Date; (ii) all of the Pledged Interests are duly
authorized, validly issued, fully paid and nonassessable and the
Pledged Interests constitute or will constitute the percentage of
the issued and outstanding Equity Interests of the Pledged
Companies of such Grantor identified on Schedule 4
hereto as supplemented or modified by
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