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Guarantee, Security And Collateral Agency Agreement, Dated As of March 2, 2007

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Exhibit 10.2

GUARANTEE, SECURITY AND COLLATERAL AGENCY AGREEMENT

made by VALASSIS COMMUNICATIONS, INC.

and certain of its Subsidiaries

in favor of

BEAR STEARNS CORPORATE LENDING INC.,

as Collateral Agent

Dated as of March 2, 2007

TABLE OF CONTENTS

Page SECTION 1. DEFINED TERMS 2

1.1.

Definitions 2

1.2.

Other Definitional Provisions 8 SECTION 2. GUARANTEE 8

2.1.

Guarantee 8

2.2.

Right of Contribution 9

2.3.

No Subrogation 9

2.4.

Amendments, etc. with respect to the Borrower Obligations 10

2.5.

Guarantee Absolute and Unconditional 10

2.6.

Reinstatement 11

2.7.

Payments 11

2.8.

Representations in the Credit Agreement 11

2.9.

Covevants in the Credit Agreement 11

SECTION 3. GRANT OF SECURITY INTEREST 12 SECTION 4. REPRESENTATIONS AND WARRANTIES 13

4.1.

Title; No Other Liens 13

4.2.

Perfected Liens 14

4.3.

Jurisdiction of Organization; Chief Executive Office 14

4.4.

Inventory and Equipment 14

4.5.

Farm Products 14

4.6.

Investment Property 14

4.7.

Receivables 15

4.8.

Contracts 15

4.9.

Intellectual Property 16

4.10.

[Intentionally Omitted] 16

4.11.

Commercial Tort Claims 16 SECTION 5. COVENANTS 16

5.1.

Delivery of Instruments, Certificated Securities and Chattel Paper 17

5.2.

Maintenance of Insurance 17

5.3.

[Intentionally Omitted] 17

5.4.

Maintenance of Perfected Security Interest; Further Documentation 17

5.5.

Changes in Locations, Name, etc 18

5.6.

Notices 18

5.7.

Investment Property 18

5.8.

Receivables 19

5.9.

Contracts 20

5.10.

Intellectual Property 20

5.11.

Commercial Tort Claims 21


-i- SECTION 6. REMEDIAL PROVISIONS 22

6.1.

Certain Matters Relating to Receivables 22

6.2.

Communications with Obligors; Grantors Remain Liable 22

6.3.

Pledged Stock 23

6.4.

Proceeds to be Turned Over to Collateral Agent 24

6.5.

Application of Proceeds 24

6.6.

Code and Other Remedies 25

6.7.

Registration Rights 26

6.8.

Waiver; Deficiency 27

6.9.

Default Notice 27 SECTION 7. THE COLLATERAL AGENT 27

7.1.

Appointment, Powers and Immunities 27

7.2.

Reliance by Collateral Agent 28

7.3.

Indemnification 28

7.4.

Non-Reliance on Collateral Agent and Other Secured Parties 29

7.5.

Failure to Act 29

7.6.

Agency for Perfection 29

7.7.

Resignation 29

7.8.

Concerning the Collateral and the Security Agreements 29

7.9.

Collateral Agent' s Appointment as Attorney-in-Fact, etc. 30

7.10.

Duty of Collateral Agent 32

7.11.

Execution of Financing Statements 32

7.12.

Authority of Collateral Agent 32 SECTION 8. MISCELLANEOUS 33

8.1.

Amendments in Writing 33

8.2.

Notices 33

8.3.

No Waiver by Course of Conduct; Cumulative Remedies 33

8.4.

Enforcement Expenses; Indemnification 34

8.5.

Successors and Assigns 34

8.6.

Set-Off 34

8.7.

Counterparts 35

8.8.

Severability 35

8.9.

Section Headings 35

8.10.

Integration 35

8.11.

Governing Law 35

8.12.

Submission To Jurisdiction; Waivers 35

8.13.

Acknowledgements 36

8.14.

Additional Grantors 36

8.15.

Releases 36

8.16.

Waiver of Jury Trial 37


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GUARANTEE, SECURITY AND COLLATERAL AGENCY AGREEMENT, dated as of March 2, 2007 (together with all amendments, supplements or other modifications, if any, from time to time, this " Agreement" ), by each of the parties signatory hereto as grantors (together with any other entity that may become a party hereto as a grantor as provided herein, the " Grantors" ), in favor of BEAR STEARNS CORPORATE LENDING INC. (" Bear Stearns" ), in its capacity as collateral agent acting pursuant to this Agreement for the benefit of the Secured Parties (in such capacity, the " Collateral Agent" ).

W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, dated as of March 2, 2007 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement" ), among Valassis Communications, Inc., a Delaware corporation (the " Borrower" ), the banks and other financial institutions or entities from time to time parties thereto (the " Lenders" ), Bear, Stearns & Co. Inc. and Banc of America Securities LLC, as joint bookrunners and as joint lead arrangers, Banc of America, N.A., as syndication agent, The Royal Bank of Scotland plc, JPMorgan Chase Bank, N.A. and General Electric Capital Corporation, as co-documentation agents, and Bear Stearns in its capacity as administrative agent acting for and on behalf of the banks and other financial institutions or entities from time to time parties thereto (in such capacity, the " Administrative Agent" ), the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; WHEREAS, the Borrower and The Bank of New York Trust Company, N.A., in its capacity as trustee (in such capacity, the " 2009 Indenture Trustee" ), have entered into that certain Indenture, dated January 12, 1999 (as amended, supplemented or otherwise modified from time to time, the " 2009 Indenture" ), pursuant to which the Borrower has issued the 6 5/8% Senior Notes due 2009 (the " 2009 Senior Notes" ) to the noteholders thereunder (the " 2009 Noteholders" );

WHEREAS, the Borrower and BNY Midwest Trust, in its capacity as trustee (in such capacity, the " 2033 Indenture Trustee" ; together with the 2009 Indenture Trustee, collectively, the " Trustees" ), have entered into that certain Indenture, dated May 22, 2003 (as amended, supplemented or otherwise modified from time to time, the " 2033 Indenture" ; together with the 2009 Indenture, collectively, the " Indentures" ), pursuant to which the Borrower has issued the Senior Convertible Discount Notes due 2033 (the " 2033 Convertible Notes" ) to the noteholders thereunder (the " 2033 Noteholders" ); WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor; WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement and, to the extent applicable, from the Specified Hedge Agreements; WHEREAS, Borrower has currently outstanding the 2009 Senior Notes issued under the 2009 Indenture and the 2033 Convertible Notes issued under the 2033 Indenture; and

WHEREAS, it is a condition precedent, among others, to the obligation of (i) the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement and, to the extent applicable, of Qualified Counterparties to provide financial accommodations under Specified Hedge Agreements, (ii) the 2009 Indenture Trustee to execute and deliver the 2009 Supplemental Indenture (as hereinafter defined) on behalf of the 2009 Noteholders and (iii) the 2033 Indenture Trustee to execute and deliver the 2033 Supplemental Indenture (as hereinafter defined) on behalf of the 2033 Noteholders, that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the foregoing premises and to induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder and to induce Qualified Counterparties to enter into Specified Hedge Agreements, each Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: SECTION 1. DEFINED TERMS

1.1. Definitions . Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code in effect in the State of New York on the date hereof are used herein as so defined: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.

(a) The following terms shall have the following meanings:

" 2009 Supplemental Indenture" : the Second Supplemental Indenture, dated as of March 2, 2007, between the Borrower and the 2009 Indenture Trustee.

" 2033 Supplemental Indenture" : the First Supplemental Indenture, dated as of March 2, 2007, between the Borrower and the 2033 Indenture Trustee.

" Agreement" : this Guarantee, Security and Collateral Agency Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

" Borrower Credit Agreement Obligations" : the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower and its Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement


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after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, or the other Loan Documents or, any Letter of Credit, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Agents or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). " Borrower Hedge Agreement Obligations" : the collective reference to all obligations and liabilities of the Borrower and its Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in any Specified Hedge Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Specified Hedge Agreement or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the relevant Qualified Counterparty that are required to be paid by the Borrower pursuant to the terms of any Specified Hedge Agreement).

" Borrower Noteholder Obligations" : the collective reference to all obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the 2009 Senior Notes and the 2033 Convertible Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the 2009 Indenture Trustee or the 2033 Indenture Trustee on behalf of the 2009 Noteholders or the 2033 Noteholders, respectively, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the 2009 Indenture, the 2033 Indenture, the 2009 Senior Notes, the 2033 Convertible Notes, this Agreement, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the 2009 Indenture Trustee or the 2033 Indenture Trustee that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).


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" Borrower Obligations" : the collective reference to (i) the Credit Facility Obligations, (ii) the Borrower Noteholder Obligations and (iii) all other obligations and liabilities of the Borrower, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Borrower pursuant to the terms of this Agreement).

" Collateral" : as defined in Section 3 . " Collateral Account" : any collateral account established by the Collateral Agent as provided in Section 6.1 or 6.4 .

" Contracts" : with respect to any Grantor any contracts or agreements of such Grantor, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.

" Copyright Licenses" : any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6 ), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

" Copyrights" : (i) all copyrights of any Grantor arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 6 ), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

" Credit Facility Indebtedness" : all Credit Facility Obligations owing by the Borrower and its Subsidiaries to the Secured Credit Parties including, without limitation, all obligations, liabilities and indebtedness of every kind, nature and description arising under any of the Loan Documents, the Letters of Credit, any Specified Hedge Agreement, any Cash Management Agreement, or any other document made, delivered or given in connection herewith or therewith. " Credit Facility Obligations" : (a) in the case of the Borrower, the collective reference to (i) the Borrower Credit Agreement Obligations and (ii) the Borrower Hedge Agreement Obligations, and (iii) all other obligations and liabilities of the Borrower, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the Secured Credit Parties that are required to be paid by the Borrower pursuant to the terms of this Agreement), and (b) in the case of each Guarantor, its Guarantor Obligations.


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" Default Notice" : (a) in the case of the 2009 Indenture Trustee, a written notice from the 2009 Indenture Trustee of a declaration by the 2009 Indenture Trustee of an Event of Default under and as defined in the 2009 Indenture, which notice describes such Event of Default and states that such notice is a " Default Notice" , (b) in the case of the 2033 Indenture Trustee, a written notice from the 2033 Indenture Trustee of a declaration by the 2033 Indenture Trustee of an Event of Default under and as defined in the 2033 Indenture, which notice describes such Event of Default and states that such notice is a " Default Notice" and (c) in the case of the Administrative Agent, a written notice from the Administrative Agent of an Event of Default under and as defined in the Credit Agreement, which notice describes such Event of Default and states that such notice is a " Default Notice" .

" Deposit Account" : as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

" Event of Default" : any " Event of Default" under the Credit Agreement, any " Event of Default" under the 2009 Indenture or any " Event of Default" under the 2033 Indenture (as such terms are defined in the Credit Agreement, the 2009 Indenture and the 2033 Indenture, respectively). " Financing Agreements" : the collective reference to the Loan Documents, the Indenture Documents and the Security Agreements.

" Foreign Subsidiary" : any Subsidiary organized under the laws of any jurisdiction outside the United States of America.

" Foreign Subsidiary Voting Stock" : the voting Capital Stock of any Foreign Subsidiary.

" Guarantor Obligations" : with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2 ) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Credit Parties that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document or any Specified Hedge Agreement).

" Guarantors" : the collective reference to each Grantor other than the Borrower.

" Indenture Documents" : collectively, the 2009 Indenture, the 2033 Indenture, the Supplemental Indentures and all agreements, documents and instruments at any time executed and/or delivered by any Grantor or any other Person to, or in favor of the 2009 Indenture Trustee or the 2033 Indenture Trustee, as applicable, in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated, refinanced or replaced.

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" Intellectual Property" : the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. " Intercompany Note" : any promissory note evidencing loans made by any Grantor to any Group Member. " Investment Property" : the collective reference to (i) all " investment property" as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of " Pledged Stock" ) of each Grantor and (ii) whether or not constituting " investment property" as so defined, all Pledged Notes and all Pledged Stock.

" Issuers" : the collective reference to each issuer of any Investment Property.

" Material Contract" : with respect to any Grantor, (i) the Acquisition Documentation, (ii) any contract, purchase order, lease, instrument or other written agreement to which such Grantor is a party involving aggregate consideration payable to or by such Grantor of $2,500,000 or more and (iii) all other contracts or agreements as to which the breach, termination, cancellation, nonperformance or failure to renew would reasonably be expected to have a Material Adverse Effect. " New York UCC" : the Uniform Commercial Code as from time to time in effect in the State of New York. " Noteholders" : collectively, 2009 Noteholders and the 2033 Noteholders. " Note Indebtedness" : all obligations, liabilities and indebtedness of every kind, nature and description owing by the Borrower to the 2009 Noteholders and the 2033 Noteholders arising under any of the Indenture Documents.

" Obligations" : (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations. " Patents" : (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith of any Grantor, including, without limitation, any of the foregoing referred to in Schedule 6 , (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6 , and (iii) all rights to obtain any reissues or extensions of the foregoing.

" Patent License" : all rights under any written agreements providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in


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whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 6 . " Pledged Notes" : all promissory notes listed on Schedule 2 , all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). " Pledged Stock" : the shares of Capital Stock listed on Schedule 2(a) , together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person (other than each Issuer set forth on Schedule 2(b) ) that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder. " Proceeds" : all " proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto. " Receivable" : any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

" Required Debtholders" : at any time, the holders of more than 50% of the Total Indebtedness.

" Secured Credit Parties" : the collective reference to the Lenders, the Agents, the Qualified Counterparties, the Issuing Lender and the Swingline Lender; each sometimes individually referred to herein as a " Secured Credit Party" .

" Secured Parties" : the collective reference to the Secured Credit Parties, the 2009 Noteholders, the 2033 Noteholders, the 2009 Indenture Trustee and the 2033 Indenture Trustee; each sometimes individually referred to herein as a " Secured Party" . " Securities Act" : the Securities Act of 1933, as amended. " Security Agreements" : this Agreement and any other agreement at any time executed and/or delivered by any Grantor to or in favor of the Collateral Agent granting a Lien upon any Collateral of such Grantor, in each case as the same now or may hereafter exist and may be amended, modified, supplemented, extended, renewed, restated or replaced; each sometimes individually referred to herein as a " Security Agreement" .

" Supplemental Indentures" : the collective reference to (i) the 2009 Supplemental Indenture and (ii) the 2033 Supplemental Indenture; each sometimes individually referred to herein as a " Supplemental Indenture" .

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" Total Indebtedness" : the collective reference to (i) the Credit Facility Indebtedness and (ii) the Note Indebtedness.

" Trademarks" : (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired by any Grantor, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6 , and (ii) the right to obtain all renewals thereof.

" Trademark License" : any rights under any written agreement providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 6 .

" Unasserted Contingent Obligations" : at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (a) Obligations in respect of the principal of, and interest and premium (if any) on, and fees and expenses relating to, any Obligation and (b) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit or contingent payments that may be payable upon termination of a Specified Hedge Agreement) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

1.2. Other Definitional Provisions

(a) The words " hereof," " herein" , " hereto" and " hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor' s Collateral or the relevant part thereof.

SECTION 2. GUARANTEE 2.1. Guarantee .

(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Credit


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Parties and their respective successors, indorsees
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