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. 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. (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 (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.

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 full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of (A) the First Priority Secured Obligations of such Grantor (the “Secured Obligations”)Grantor, hereby pledgesseparately collaterally assigns, mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the First Priority Secured Parties, and grants to the Collateral Agent, in favor and Agent for the benefit of Lenders and the other First Priority Secured Parties, to secure the payment and performance in full of a security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor and (B) the Second Priority Secured Obligations of such Grantor, separately collaterally assigns, mortgages, pledges and hypothecates to the Collateral Agent for the benefit of Lenders the Second Priority Secured Parties, and separately grants to the other Collateral Agent for the benefit of the Second Priority 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 that the foregoing, no Lien or foregoing grants of security interests shall not include any security interest is hereby granted on, and “Collateral” shall not include, any in Excluded Property; provided, further, that if and when any property or asset shall cease to be Excluded Property, a first priority Lien (subject only the extent the prohibition which prevents the granting by such Grantor to Permitted Liens) on and the Collateral Agent of security interest interests in such property Excluded Property is removed or asset shall otherwise terminated, the Collateral Agent will be deemed granted therein andto have, thereforeand at all times from and after the date hereof to have had, “Collateral” shall then include any security interests in such property or assetExcluded Property under clauses (A) and (B) above.

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. (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 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. 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 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: