Common use of Section Pledged Collateral Clause in Contracts

Section Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by such Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2. The Pledged Collateral constitutes all of the equity interests owned by such Grantor in any of the issuers listed on Schedule 2 or, in the case of Voting Stock or similar equity interests held by such Grantor in a Subsidiary not organized under the laws of a State within the United States (other than Foamex Canada), 65% of such Voting Stock or similar equity interests. (b) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and, in the case of Pledged Stock, are fully paid and nonassessable. (c) Each of the Intercompany Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Administrative Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. On the date hereof no Grantor is the Entitlement Holder with respect to any Securities Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than that represented by certificated securities or Instruments in the possession of the Administrative Agent or that consisting of Financial Assets held in a Control Account.

Section Pledged Collateral. (a) The Pledged StockDuring the continuance of an Event of Default, Pledged Partnership Interests upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and Pledged LLC Interests pledged hereunder by such Grantor are listed on Schedule 2 and constitute that percentage all Proceeds of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Obligations in the order set forth on Schedule 2. The in the Credit Agreement and in accordance with the terms of the Intercreditor Agreements, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral constitutes at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the equity interests owned by such Grantor Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the issuers listed on Schedule 2 orPledged Collateral with any committee, in depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the case of Voting Stock or similar equity interests held by such Grantor in a Subsidiary not organized under the laws of a State within the United States (other than Foamex CanadaAdministrative Agent may determine), 65% of all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such Voting Stock right, privilege or similar equity interestsoption and shall not be responsible for any failure to do so or delay in so doing. (b) All In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of such Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock, Pledged Partnership Interests Collateral or any officer or agent thereof) during the continuance of an Event of Default and Pledged LLC Interests have been duly and validly issued and, which proxy shall only terminate upon the payment in full of the case of Pledged Stock, are fully paid and nonassessableObligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of the Intercompany Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All any Pledged Collateral and, if applicable, pledged hereunder by such Grantor to (i) comply with any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with Section 4.4(a). the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (eii) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. On the date hereof no Grantor is the Entitlement Holder unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to any Securities Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than that represented by certificated securities or Instruments in the possession of directly to the Administrative Agent or that consisting of Financial Assets held in a Control AccountAgent.

Section Pledged Collateral. (a) The Such Grantor will (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged StockCollateral (including Additional Pledged Collateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), Pledged Partnership Interests and Pledged LLC Interests pledged hereunder whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor are listed on Schedule 2 Grantor's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and constitute that percentage substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the issued Grantor, in substantially the form of Annex 3 (a "Pledge Amendment") or such other documentation reasonably acceptable to the Administrative Agent and outstanding equity of (ii) maintain all classes of each issuer thereof as set forth on Schedule 2. The other Pledged Collateral constitutes constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During the continuance of a Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any or all of the equity interests owned by such Grantor in Pledged Collateral. The Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the issuers listed on Schedule 2 or, in the case Pledged Collateral for certificates or instruments of Voting Stock smaller or similar equity interests held by such Grantor in a Subsidiary not organized under the laws of a State within the United States (other than Foamex Canada), 65% of such Voting Stock or similar equity interestslarger denominations. (b) All Except as provided in Article V, such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged StockCollateral (other than liquidating or distributing dividends or distributions in connection with a recapitalization or reclassification of capital) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, any distribution of capital made on or in respect of any of the Pledged Partnership Interests and Collateral or any property distributed upon or with respect to any of the Pledged LLC Interests have been duly and validly issued and, in Collateral pursuant to the case recapitalization or reclassification of the capital of any issuer of Pledged StockCollateral or pursuant to the reorganization thereof shall, are fully unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional security for the Obligations. If any sums of money or property so paid and nonassessableor distributed in respect of any of the Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Grantor, as additional security for the Obligations. (c) Each Except as provided in Article V, such Grantor will be entitled to exercise all voting, consent and corporate, partnership or limited liability company rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Intercompany Notes constitutes the legalCredit Agreement, valid and binding obligation of the obligor with respect theretothis Agreement or any other Loan Document or which would, enforceable in accordance with its terms, subject without prior notice to the effects Administrative Agent, enable or permit any issuer of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Pledged Collateral to issue any stock or other similar laws relating equity securities of any nature or to issue any other securities convertible into or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in granting the right to purchase or exchange for any stock or other equity or at law)securities of any nature of any issuer of Pledged Collateral. (d) All Pledged Collateral and, if applicable, Such Grantor shall not grant control over any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered Investment Property to any Person other than the Administrative Agent in accordance with Section 4.4(a)and, subject to the terms of the Senior Lenders Intercreditor Agreement, the Term Loan B Agent and, subject to the terms of the Senior Secured Note Intercreditor Agreement, the collateral agent under the Senior Secured Note Indenture. (e) All In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral held issued by it and will comply with such terms insofar as such terms are applicable to it. In the case of each Grantor which is a Securities Intermediary partner in a Securities Account Partnership, such Grantor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and, during the continuance of a Default, to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a Control Account. On substituted member of the date hereof no Grantor is LLC with all the Entitlement Holder with respect to any Securities Accountrights, powers and duties of a member of the LLC in question. (f) Other than Such Grantor will not agree to any amendment of an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests and the or Pledged LLC Interests that constitute General Intangiblespledged by such Grantor hereunder, there is no Pledged Collateral other than that represented by certificated securities including any amendment electing to treat the membership interest or Instruments in the possession partnership interest of such Grantor as a security under Section 8-103 of the Administrative Agent or that consisting of Financial Assets held in a Control AccountUCC.