Common use of Grant of Security Interest in Collateral Clause in Contracts

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral Agent, in favor and for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.

Grant of Security Interest in Collateral. (a) Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral Agent, in favor and for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral Agent, in favor and for the benefit of Lenders and the other Secured PartiesLender, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders Lender and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each (a) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor (the “Secured Obligations”)Grantor, hereby pledgesmortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Collateral Agent, in favor and Administrative Agent for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders and the other Secured Parties, Parties a first priority (i) Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Credit Agreement Collateral of such Grantor (the "First Priority Collateral Liens") and (ii) a Lien on and security interest in, all of its right, title and interest in, to and under the Indenture Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoingthat, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset that at any time constituted Excluded Property becomes Indenture Collateral, the Administrative Agent shall cease have, and at all times from and after the date hereof be deemed to be Excluded Propertyhave had, a first second priority Lien (subject only to Permitted Liens) on and security interest in such property (the "Second Priority Collateral Liens"). The Second Priority Collateral Liens on any or asset all of the Indenture Collateral shall be deemed granted therein andand are hereby rendered subordinate and inferior in priority to the Liens of the New Senior Notes and the Collateral Trust on such Indenture Collateral permitted by Section 8.2 (Liens, therefore, “Collateral” shall then include any such property or assetetc.) of the Credit Agreement.

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral AgentLender, in favor of and for the benefit of Lenders itself and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral AgentLender, in favor and for the benefit of Lenders itself and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders Lender and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located in the United States (or, solely in the case of Pledged Stock of a Foreign Subsidiary (other than an Excluded Subsidiary), wherever located), whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.

Grant of Security Interest in Collateral. (a) Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral Agent, in favor and for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding . For the foregoingavoidance of doubt, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, furtherhowever, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral Agent, in favor and for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledgesmortgages, pledges and hypothecates and grants to the Collateral Agent, in favor and Agent for the benefit of Lenders and the other Secured Parties, and grants to secure the payment and performance in full of all of the Obligations Collateral Agent for the benefit of Lenders and the other Secured Parties, Parties a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, on any Excluded Property and the term “Collateral” (and any component term thereof) shall not include, any include such assets constituting Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, and the term “Collateral” (and any component term thereof) shall then include any such property assets. Each Grantor hereby represents and warrants that the Excluded Property, when taken as a whole, is not material to the business operations or assetfinancial condition of the Grantors, taken as a whole.

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledgesmortgages, pledges and hypothecates and grants to the Collateral Agent, in favor and Agent for the benefit of Lenders and the other Secured Parties, and grants to secure the payment and performance in full of all of the Obligations Agent for the benefit of Lenders and the other Secured Parties, Parties a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, the Collateral shall not include, and no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset (other than First Mortgage Collateral) shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset (other than First Mortgage Collateral) shall be deemed granted therein and, therefore, “Collateral” shall then include any and such property (other than First Mortgage Collateral) shall thereupon constitute Collateral hereunder. Each Grantor hereby represents and warrants that the Excluded Property (other than First Mortgage Collateral), when taken as a whole, is not material to the business operations or assetfinancial condition of the Grantors, taken as a whole.

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, Agent in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral Agent, Agent in favor and for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of the Collateral Agent, Lenders and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.

Grant of Security Interest in Collateral. Without limiting Each Grantor party to any other of the Existing Collateral Agreements hereby confirms and acknowledges the continuance of the security interest interests and Liens granted by it under the Existing Collateral Agreements to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Partieswhich it is a party. In addition, each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor (the “Secured Obligations”)Grantor, hereby pledgescollaterally assigns, mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent, in favor and Agent for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders and the other Secured Parties, Parties a first priority Lien (subject only to Permitted Liens) lien on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding that the foregoing, no Lien or foregoing grant of a security interest is hereby granted on, and “Collateral” shall not include, any include a security interest in Excluded Property; Property and provided, further, that if and when any property or asset shall cease the prohibition which prevents the granting by such Grantor to be Excluded Property, the Collateral Agent of a first priority Lien (subject only to Permitted Liens) on and security interest in such property Excluded Property is removed or asset otherwise terminated, the Collateral Agent will be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Excluded Property, as the case may be. Notwithstanding anything in this Section 2.2 to the contrary, the Collateral collaterally assigned, mortgaged, pledged and hypothecated by FMXI and Foamex International to the Collateral Agent for the benefit of the Secured Parties hereunder shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.limited only to the following:

Grant of Security Interest in Collateral. Without limiting any other security interest granted to the Collateral Agent, in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby pledges, hypothecates and grants to the Collateral Agent, in favor and for the benefit of Lenders and the other Secured Parties, to secure the payment and performance in full of all of the Obligations for the benefit of Lenders and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only to Permitted Liens) on and security interest in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or asset.. ARTICLE 4

Grant of Security Interest in Collateral. Without limiting any other (a) Each Grantor, (i) hereby ratifies and affirms the grant and pledge of security interest granted interests made pursuant to the Collateral Agent, Original Guaranty and Security Agreement and (ii) to the extent not covered in favor of and for the benefit of Lenders and the other Secured Parties, each Grantor, clause (i) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations and the Guaranteed Obligations of such Grantor (the “Secured Obligations”), hereby pledgesmortgages, pledges and hypothecates and grants to the Collateral Agent, in favor and Agent for the benefit of Lenders and the other Secured Parties, and grants to secure the payment and performance in full of all of the Obligations Agent, for the benefit of Lenders and the other Secured Parties, a first priority Lien (subject only to Permitted Liens) on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor, wherever located, whether now owned or hereafter acquired or arising; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on, and “Collateral” shall not include, on any Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority the Lien (subject only to Permitted Liens) on and security interest granted pursuant to this Agreement shall immediately and without the need for further action of any Grantor, attach to such property, which shall thereupon form part of the Collateral. Each Grantor hereby represents and warrants that the Excluded Property, when taken as a whole, is not material to the business operations or financial condition of the Grantors, taken as a whole. This Agreement secures, and the Collateral is collateral security for, the payment and performance in such property or asset shall be deemed granted therein and, therefore, “Collateral” shall then include any such property or assetfull when due of the Secured Obligations.