Common use of Acknowledgment and Restatement Clause in Contracts

Acknowledgment and Restatement. (a) Each Pledgor hereby acknowledges, confirms and agrees that each Pledgor is indebted to Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Pledgee under the Existing Loan Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Pledgee pursuant to the Existing Security Agreement to secure all of the Obligations subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Pledgors contained in the Existing Security Agreement constitute legal, valid and binding obligations of Pledgors enforceable against it in accordance with the terms thereof, and Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Security Agreement. (d) Except as otherwise stated in Section 19(b) hereof and in this Section 19(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Pledgors for the obligations or the security interests and liens heretofore granted, pledged or assigned to Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Pledgor hereby acknowledges, confirms and agrees that each Pledgor is indebted to Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Pledgee under the Existing Loan Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Pledgee pursuant to the Existing Security Agreement to secure all of the Obligations subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors Pledgor and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Pledgors Pledgor contained in the Existing Security Agreement constitute legal, valid and binding obligations of Pledgors Pledgor enforceable against it in accordance with the terms thereof, and Pledgors have Pledgor has no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Security Agreement. (d) Except as otherwise stated in Section 19(b) hereof and in this Section 19(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Pledgors Pledgor for the obligations or the security interests and liens heretofore granted, pledged or assigned to Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Pledgor evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are Pledgor is a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Pledgor Guarantor hereby acknowledges, confirms and agrees that each Pledgor is Guarantors are indebted to Pledgee Agent and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Pledgee Borrowers under the Existing Loan Agreement, the Existing Security Agreement Guaranty or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor Guarantors to Pledgee Agent without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Pledgor Guarantor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor Guarantor hereby acknowledges, confirms and agrees that Pledgee Agent has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Pledgee Agent pursuant to the Existing Security Agreement Guaranty to secure all of the Obligations as amended and restated pursuant to the Loan Agreement subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Pledgor Guarantor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement Guaranty has been duly executed and delivered by Pledgors Guarantors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Pledgors Guarantors contained in the Existing Security Agreement Guaranty constitute legal, valid and binding obligations of Pledgors Guarantors enforceable against it in accordance with the terms thereof, and Pledgors Guarantors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee Agent and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Security AgreementGuaranty. (d) Except as otherwise stated in Section 19(b16(b) hereof and in this Section 19(d16(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Agreement Guaranty are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Pledgors Guarantors for the obligations Obligations or the security interests and liens heretofore granted, pledged or assigned to Pledgee Agent for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Guarantors evidenced by or arising under the Existing Security Agreement Guaranty and any of the other Existing Financing Agreements to which Pledgors Guarantors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Pledgor hereby acknowledges, confirms and agrees that each Pledgor is indebted to Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Pledgee under the Existing Loan Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Pledgee pursuant to the Existing Security Agreement to secure all of the Obligations subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors Pledgor and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Pledgors Pledgor contained in the Existing Security Agreement constitute legal, valid and binding obligations of Pledgors Pledgor enforceable against it in accordance with the terms thereof, and Pledgors have Pledgor has no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Security Agreement. (d) Except as otherwise stated in Section 19(b18(b) hereof and in this Section 19(d18(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Pledgors Pledgor for the obligations or the security interests and liens heretofore granted, pledged or assigned to Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Pledgor evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are Pledgor is a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Each Pledgor Debtor has granted to Congress a security interest in and lien upon the Collateral pursuant to the Trademark Collateral Assignment and Security Agreement, dated April 20, 2001, between Debtor and Congress (the "Existing Congress Agreement"). RBX Group, Inc. ("RBX Group") has merged with and into Debtor with Debtor as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among RBX Group, Debtor and certain of their affiliates (the "Merger"). (b) Debtor as the survivor of the Merger hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that each Pledgor that: (i) Debtor as the survivor of the Merger is indebted and shall continue to Pledgee and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Pledgee under the Existing Loan Congress Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents(ii) the security interest in and lien upon the Collateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral in all respects in full force and effect, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (biii) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee Secured Party has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and liens upon all of the Collateral heretofore granted to Pledgee Congress pursuant to the Existing Security Congress Agreement to secure all of the Obligations subject only to liens permitted Obligations, as well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Secured Party, (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Pledgors Debtor contained in the Existing Security Congress Agreement constitute the legal, valid and binding obligations of Pledgors Debtor (as successor by merger to RBX Group) enforceable against it Debtor in accordance with the terms thereofits respective terms, and Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Pledgee and Lenders are Secured Party is entitled to all of the rights, rights and remedies and benefits provided for in the Existing Security Congress Agreement and (vi) the security interests in and liens upon the Collateral of Secured Party are and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 19(b7(b) hereof and in this Section 19(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Security Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementAgreement and the other Financing Agreements, except that nothing contained ------ ---- herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Pledgors Debtor for the obligations or Obligations heretofore incurred during the Chapter 11 Cases (as predecessor to Debtor) and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged and/or assigned (including during the Chapter 11 Cases), as predecessor to Debtor or assigned otherwise, to Pledgee for itself and the benefit of LendersLenders or Secured Party. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Debtor evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are a partyCongress Agreement, and the liens and security interests securing such indebtedness and other obligations and liabilities liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (d) Debtor, for itself and its successors and assigns, does hereby remise, release, discharge and hold Lenders and Secured Party, any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which Debtor or its respective successors or assigns has had or may now or hereafter claim to have against Congress or Secured Party or any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Congress Agreement or the arrangements set forth therein or transactions thereunder up to and including the date hereof.

Acknowledgment and Restatement. (a) Each Pledgor The Borrower hereby acknowledges, confirms and agrees that each Pledgor the Borrower is indebted to Pledgee and the Closing Date Lenders for Loans in respect the aggregate principal amount of any obligations, liabilities or indebtedness for loans, advances and letter $20,000,000 as of credit accommodations to Pledgee under the Existing Loan Agreement, the Existing Security Agreement or the other Existing Financing AgreementsClosing Date, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor the Borrower to Pledgee the Closing Date Lenders, Administrative Agent and Collateral Agent, as applicable, without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor The Borrower hereby acknowledges, confirms and agrees that Pledgee (i) the Collateral Agent has and shall continue to havehave a security interest in and lien upon the Collateral (as defined in the Existing Credit Agreement) heretofore granted to the Collateral Agent pursuant to the Security Documents to secure the Obligations (as defined in the Existing Credit Agreement, for itself and (ii) the benefit of Lenders, valid, enforceable liens and perfected first priority security interests in and liens upon all of the Collateral heretofore Agent in the Collateral shall be deemed to have been continuously granted to Pledgee pursuant and perfected from the earliest date of the granting and perfection of such liens and security interests to the Collateral Agent, whether under the Existing Security Credit Agreement, this Agreement to secure all or any of the Obligations subject only to liens permitted under the Loan Agreement and the other Financing AgreementsCredit Documents. (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Pledgors contained in the Existing Security Agreement constitute legal, valid and binding obligations of Pledgors enforceable against it in accordance with the terms thereof, and Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Security Agreement. (d) Except as otherwise stated in Section 19(b) hereof and in this Section 19(d), as of the date hereof, the The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Credit Agreement are hereby amended and restated in their entiretyentirety as set forth in this Agreement, and as so amended and restated, are replaced and superseded superseded, by the terms, conditions conditions, agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Pledgors the Borrower for the obligations or Obligations (as defined in the Existing Credit Agreement) heretofore incurred as such Obligations have been amended and restated under this Agreement and the other Credit Documents and the security interests, liens and other interests and liens in the Collateral (as defined in the Existing Credit Agreement) heretofore granted, pledged or and/or assigned by the Borrower to Pledgee the Collateral Agent, which on and after the date hereof shall be deemed to have been granted to the Collateral Agent, for itself and the ratable benefit of the Lenders, to secure the Obligations hereunder. The amendment and restatement contained herein shall not, in any manner, be construed to (i) constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities the Obligations (as defined in the Existing Credit Agreement) of Pledgors any Borrower evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are a partyCredit Agreement, and the liens and security interests of the Collateral Agent securing such indebtedness and other obligations and liabilities the Obligations (as defined in the Existing Credit Agreement), which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of the Collateral Agent, for the ratable benefit of the Lenders, (ii) waive or accept any misrepresentation, breach or remedy under the Existing Credit Agreement or the other Credit Documents that arose prior to the amendment and restatement hereof, or (iii) modify any provision of any Credit Document save as expressly provided herein. (d) The Borrower for itself and its successors and assigns hereby remise, release, discharge and hold the Administrative Agent and the Collateral Agent, its officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which such Borrower, or its successors or assigns has had or may now or hereafter claim to have against the Administrative Agent or the Collateral Agent or its officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Credit Agreement or the arrangements set forth therein or transactions thereunder up to and including the date hereof (but excluding, in each case of this clause (d), any losses, liabilities, claims, demands, debts, sums of money, accounts, damages, expenses, judgments, financial obligations, actions, causes of action, suits at law or in equity to the extent incurred by reason of the bad faith, gross negligence or willful misconduct of the Administrative Agent, the Collateral Agent or any of their respective officers, directors, agents, employees, predecessors, successors and assigns). (e) Notwithstanding anything in the contrary herein, other than Schedules 1.01(a), 1.01(b), 6.13(a), 6.22, 11.03 and 11.08, which are appended hereto, the Schedules and Exhibits in the Existing Credit Agreement (which will only be required to be true, correct and complete as of the Closing Date) shall apply to this Agreement as if appended hereto.

Acknowledgment and Restatement. (a) Rubatex Corporation ("Rubatex"), ▇▇▇▇▇▇▇▇ Manufacturing Company, Inc. ("▇▇▇▇▇▇▇▇"), OleTex Inc. ("OleTex"), Midwest Rubber Custom Mixing Corp. ("Midwest") and ▇▇▇▇▇▇-▇▇▇▇▇ Rubber Custom Mixing Corp. ("▇▇▇▇▇▇", and together with Rubatex, ▇▇▇▇▇▇▇▇, OleTex and Midwest, each an "Existing Debtor" and, collectively, "Existing Debtors") have each granted to Congress a security interest in and lien upon the Collateral as set forth in the Trademark Collateral Assignment and Security Agreement, each dated April 20, 2001, by and between each Existing Debtor and Congress (collectively, the "Existing Congress Agreements"). Each Pledgor Existing Debtor (other than Rubatex) has merged with and into Rubatex, with Rubatex as the surviving corporation, pursuant to the Agreement of Merger, dated on or about the date herewith, by and among Debtor, each Existing Debtor and certain of their affiliates (the "Mergers"). In connection with the Mergers, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Debtor"). Pursuant to the Mergers, Debtor has assumed all of the obligations and liabilities of each Existing Debtor (other than Rubatex) pursuant to the Existing Congress Agreements and otherwise and has acquired all of the assets and properties of each Existing Debtor (other than Rubatex), including, without limitation, the Collateral. Debtor has acquired such assets and properties subject to the security interests in and liens upon the Collateral granted to Congress pursuant to the Existing Congress Agreements, which security interests and liens are and shall continue to be in full force and effect. (b) Debtor as the survivor of the Mergers hereby expressly assumes, adopts and ratifies the Existing Congress Agreements and acknowledges, confirms and agrees that each Pledgor that: (i) Debtor as the survivor of the Mergers is indebted and shall continue to Pledgee and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Pledgee under the Existing Loan Agreement, the Existing Security Agreement or the other Existing Financing Congress Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents(ii) the security interest in and lien upon the Collateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral in all respects in full force and effect, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (biii) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee Secured Party has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and liens upon all of the Collateral heretofore granted to Pledgee Congress pursuant to the Existing Security Agreement Congress Agreements to secure all of the Obligations subject only to liens permitted Obligations, as well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Congress or Secured Party, (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Pledgors Debtor contained in the Existing Security Agreement Congress Agreements constitute the legal, valid and binding obligations of Pledgors Debtor (as successor by merger to each Existing Debtor (other than Rubatex)) enforceable against it Debtor in accordance with the terms thereofits respective terms, and Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Pledgee and Lenders are Secured Party is entitled to all of the rights, rights and remedies and benefits provided for in the Existing Security AgreementCongress Agreements and (vi) the security interests in and liens upon the Collateral of Secured Party are and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreements. (dc) Except as otherwise stated in Section 19(b7(b) hereof and in this Section 19(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Security Agreement Congress Agreements are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementAgreement and the other Financing Agreements, except that nothing contained herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Pledgors Debtor for the obligations or Obligations heretofore incurred during the Chapter 11 Cases (as successor by merger to the Existing Debtors (other than Rubatex)) and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged and/or assigned by Existing Debtors (including during the Chapter 11 Cases), as predecessors to Debtor or assigned otherwise, to Pledgee for itself and the benefit of LendersLenders or Secured Party. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Debtor evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are a partyCongress Agreements, and the liens and security interests securing such indebtedness and other obligations and liabilities liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (d) Debtor, for itself and its successors and assigns, does hereby remise, release, discharge and hold Lenders and Secured Party, and any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which Debtor or its respective successors or assigns has had or may now or hereafter claim to have against Congress or Secured Party or any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Congress Agreements or the arrangements set forth therein or transactions thereunder up to and including the date hereof.

Acknowledgment and Restatement. (a) Each Pledgor hereby acknowledges, confirms and agrees that each Pledgor is indebted to Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Pledgee under the Existing Loan Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Pledgee pursuant to the Existing Security Agreement to secure all of the Obligations subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Pledgor Obligor hereby acknowledges, confirms and agrees that: (i) the Existing Security Intercompany Agreement has been duly executed and delivered by Pledgors Obligors and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Pledgors Obligors contained in the Existing Security Intercompany Agreement constitute legal, valid and binding obligations of Pledgors Obligors enforceable against it in accordance with the terms thereof, and Pledgors Obligors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee Agent, Lenders and Lenders Bank Product Provider are entitled to all of the rights, remedies and benefits provided for in the Existing Security Intercompany Agreement. (db) Except as otherwise stated in Section 19(b) hereof and in this Section 19(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Intercompany Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Pledgors Obligors for the obligations or the security interests and liens heretofore granted, pledged or assigned to Pledgee Agent for itself and the benefit of LendersLenders and Bank Product Provider. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Obligors evidenced by or arising under the Existing Security Intercompany Agreement and any of the other Existing Financing Agreements to which Pledgors Obligors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.

Acknowledgment and Restatement. (a) Rubatex Corporation ("Rubatex") has granted to Congress a security interest in, lien upon and pledge of, the Collateral as set forth in the Pledge and Security Agreement, dated April 20, 2001, between Rubatex and Congress (the "Existing Congress Agreement"). Each of Groendyk Manufacturing Company, Inc. ("Groendyk"), OleTex Inc. ("OleT▇▇"), ▇▇dwest Rubber Custom Mixing Corp. ("▇▇▇▇est") and Hoover-Hanes Rubber Custom Mixing Corp. ("Hoover", and together with ▇▇▇▇▇▇▇▇, ▇▇eTex and Midwest and certain o▇ ▇▇▇▇r affiliates, each an "▇▇▇▇▇▇ng Entity" and, collectively, "Existing Entities") have merged with and into Rubatex with Pledgor as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among Rubatex, Pledgor and the Existing Entities (the "Merger"). In connection with the Merger, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Pledgor"). (b) Pledgor hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that each that: (i) Pledgor is indebted and shall continue to Pledgee and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Pledgee under the Existing Loan Congress Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents(ii) the security interest, adopts lien and agrees to pay all pledge of the Obligations arising beforeCollateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral as acquired by Pledgor pursuant to the Merger in all respects in full force and effect, on or after the date hereof. (biii) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and in, liens upon and pledges of all of the Collateral heretofore granted to Pledgee Congress pursuant to the Existing Security Congress Agreement to secure all of the Obligations subject only to liens permitted Obligations, as well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Pledgee, (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Pledgors Rubatex contained in the Existing Security Congress Agreement constitute the legal, valid and binding obligations of Pledgors Pledgor enforceable against it Pledgor in accordance with the terms thereofits respective terms, and Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Pledgee and Lenders are is entitled to all of the rights, rights and remedies and benefits provided for in the Existing Security Congress Agreement and (vi) the security interest, lien and pledge of the Collateral in favor of Pledgee is and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 19(b8(b) hereof and in this Section 19(d8(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Security Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementPledge Agreement and the other Financing Agreements, except that nothing contained herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Pledgors Pledgor for the obligations or Obligations heretofore incurred during the Chapter 11 Cases and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged or and/or assigned to Pledgee for itself and by Pledgor (including during the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.Chapter 11 Cases)

Acknowledgment and Restatement. (a) Each Pledgor hereby acknowledges, confirms and agrees that each Pledgor is indebted to Pledgee and Lenders in respect of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations to Pledgee under the Existing Loan Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority security interests in and liens upon all of the Collateral heretofore granted to Pledgee pursuant to the Existing Security Agreement to secure all of the Obligations subject only to liens permitted under the Loan Agreement and the other Financing Agreements. (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors Pledgor and is in full force and effect as of the date hereof; (ii) the agreements and obligations of Pledgors Pledgor contained in the Existing Security Agreement constitute legal, valid and binding obligations of Pledgors Pledgor enforceable against it in accordance with the terms thereof, and Pledgors have Pledgor has no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee and Lenders are entitled to all of the rights, remedies and benefits provided for in the Existing Security Agreement. (d) Except as otherwise stated in Section 19(b18(b) hereof and in this Section 19(d18(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein shall impair or adversely affect the continuation of the liability of Pledgors Pledgor for the obligations or the security interests and liens heretofore granted, pledged or assigned to Pledgee for itself and the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Pledgor evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are Pledgor is a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Acknowledgment and Restatement. (a) Rubatex Corporation ("Rubatex") has granted to Congress a security interest in, lien upon and pledge of, the Collateral as set forth in the Patent Collateral Assignment and Security Agreement, dated April 20, 2001, between Rubatex and Congress (the "Existing Congress Agreement"). Each Pledgor of Groendyk Manufacturing Company, Inc. ("Groendyk"), OleTex Inc. ("OleT▇▇"), ▇▇dwest Rubber Custom Mixing Corp. ("▇▇▇▇est") and Hoover-Hanes Rubber Custom Mixing Corp. ("Hoover", and together with ▇▇▇▇▇▇▇▇, ▇▇eTex and Midwest and certain o▇ ▇▇▇▇r affiliates, each an "▇▇▇▇▇▇ng Entity" and, collectively, "Existing Entities") have merged with and into Rubatex with Rubatex as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among Rubatex, Debtor and Existing Entities (the "Merger"). In connection with the Merger, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Debtor"). (b) Debtor hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that each Pledgor that: a. Debtor is indebted and shall continue to Pledgee and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Pledgee under the Existing Loan Congress Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assentsb. the security interest in and lien upon the Collateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral in all respects in full force and effect, adopts and agrees to pay all of the Obligations arising before, on or after the date hereof. (b) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee c. Secured Party has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and liens upon all of the Collateral heretofore granted to Pledgee Congress pursuant to the Existing Security Congress Agreement to secure all of the Obligations subject only to liens permitted Obligations, as well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. (c) Each Pledgor hereby acknowledgesAgreements granted to or held by Congress or Secured Party, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors and is in full force and effect as of the date hereof; (ii) d. the agreements and obligations of Pledgors Debtor contained in the Existing Security Congress Agreement constitute the legal, valid and binding obligations of Pledgors Debtor enforceable against it Debtor in accordance with the terms thereofits respective terms, and Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iii) Pledgee and Lenders are e. Secured Party is entitled to all of the rights, rights and remedies and benefits provided for in the Existing Security Congress Agreement and f. the security interests in and liens upon the Collateral of Secured Party are and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 19(b7(b) hereof and in this Section 19(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Security Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementAgreement and the other Financing Agreements, except that nothing contained herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Pledgors Debtor for the obligations or Obligations heretofore incurred during the Chapter 11 Cases and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged and/or assigned by Debtor (including during the Chapter 11 Cases or assigned otherwise) to Pledgee for itself and the benefit of LendersLenders or Secured Party. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors Debtor evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are a partyAgreement, and the liens and security interests securing such indebtedness and other obligations and liabilities liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (d) Debtor, for itself and its successors and assigns, does hereby remise, release, discharge and hold Lenders and Secured Party, and any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns harmless from all claims, demands, debts, sums of money, accounts, damages, judgments, financial obligations, actions, causes of action, suits at law or in equity, of any kind or nature whatsoever, whether or not now existing or known, which Debtor or its respective successors or assigns has had or may now or hereafter claim to have against Congress or Secured Party or any of their respective officers, directors, agents and employees and their respective predecessors, successors and assigns in any way arising from or connected with the Existing Congress Agreement or the arrangements set forth therein or transactions thereunder up to and including the date hereof.

Acknowledgment and Restatement. (a) Each Pledgor has granted to Congress a security interest in, lien upon and pledge of, the Collateral as set forth in the Pledge and Security Agreement, dated April 20, 2001, between Pledgor and Congress (the "Existing Congress Agreement") with respect to the stock of each of Rubatex Corporation ("Rubatex"), ▇▇▇▇▇▇▇▇ Manufacturing Company, Inc. ("▇▇▇▇▇▇▇▇"), OleTex Inc. ("OleTex"), Midwest Rubber Custom Mixing Corp. ("Midwest"), ▇▇▇▇▇▇-▇▇▇▇▇ Rubber Custom Mixing Corp. ("▇▇▇▇▇▇"), Waltex Corporation ("Waltex"), UPR Disposition, Inc. ("UPR") and Universal Rubber Company ("Universal", and together with Rubatex, ▇▇▇▇▇▇▇▇, OleTex, Midwest, ▇▇▇▇▇▇, Waltex, UPR and Universal, each an "Existing Issuer" and, collectively, "Existing Issuers"). Existing Issuers (other than Rubatex) have each merged with and into Issuer with Issuer as the surviving corporation pursuant to the Agreement of Merger, dated on or about the date hereof, by and among Issuer and the Existing Issuers (the "Merger"). In connection with the Merger, Rubatex has changed it corporate name to RBX Industries, Inc. (the entity defined herein as "Issuer"). As a result of the Merger and the name change described above, the issued and outstanding shares of capital stock of each Existing Issuer have been replaced with the issued and outstanding shares of capital stock of Issuer and such stock of Issuer shall be, in all respects, considered Collateral pursuant to the Existing Congress Agreement and shall be, in all respects, subject to the terms and provisions of the Existing Congress Agreement. (b) Pledgor hereby expressly assumes, adopts and ratifies the Existing Congress Agreement and acknowledges, confirms and agrees that each that: (i) Pledgor is indebted and shall continue to Pledgee and Lenders be unconditionally liable in respect all respects for all of any obligations, liabilities or indebtedness for loans, advances and letter of credit accommodations the Obligations pursuant to Pledgee under the Existing Loan Congress Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruing thereon, and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by each Pledgor to Pledgee without offset, defense, defense or counterclaim of any kind, nature or description whatsoever. Each Pledgor hereby ratifies, assents(ii) the security interest, adopts lien and agrees to pay all pledge of the Obligations arising beforeCollateral in favor of Congress and the perfection and priority thereof shall continue upon the Collateral as acquired by Pledgor pursuant to the Merger in all respects in full force and effect, on or after the date hereof. (biii) Each Pledgor hereby acknowledges, confirms and agrees that Pledgee has and shall continue to have, for itself and the benefit of Lenders, valid, enforceable and perfected first priority have security interests in and in, liens upon and pledges of all of the Collateral heretofore granted to Pledgee Congress pursuant to the Existing Security Congress Agreement to secure all of the Obligations subject only to liens permitted Obligations, as well as any Collateral granted hereunder or under the Loan Agreement and the other Financing Agreements. Agreements granted to or held by Congress or Pledgee, (c) Each Pledgor hereby acknowledges, confirms and agrees that: (i) the Existing Security Agreement has been duly executed and delivered by Pledgors and is in full force and effect as of the date hereof; (iiiv) the agreements and obligations of Pledgors Pledgor contained in the Existing Security Congress Agreement constitute the legal, valid and binding obligations of Pledgors Pledgor enforceable against it Pledgor in accordance with the terms thereofits respective terms, and Pledgors have no valid defense, offset or counterclaim to the enforcement of such obligations; and (iiiv) Pledgee and Lenders are is entitled to all of the rights, rights and remedies and benefits provided for in the Existing Security Congress Agreement and (vi) the security interest, lien and pledge of the Collateral in favor of Pledgee is and shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests, whether hereunder, under the other Financing Agreements or the Existing Congress Agreement. (dc) Except as otherwise stated in Section 19(b7(b) hereof and in this Section 19(d7(c), as of the date hereof, the terms, conditions, covenants, agreements, covenants, representations and warranties set forth in the Existing Security Congress Agreement are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded in their entirety by the terms, conditions agreementsconditions, covenants, agreements, representations and warranties set forth in this AgreementPledge Agreement and the other Financing Agreements, except that nothing contained ------ ---- herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Pledgors Pledgor for the obligations or Obligations heretofore incurred during the Chapter 11 Cases and the security interests, liens and other interests and liens in the Collateral heretofore granted, pledged or and/or assigned to Pledgee for itself and (including during the benefit of Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of Pledgors evidenced by or arising under the Existing Security Agreement and any of the other Existing Financing Agreements to which Pledgors are a party, and the liens and security interests securing such indebtedness and other obligations and liabilities shall not in any manner be impaired, limited, terminated, waived or released.Chapter 11 Cases)