Common use of The Security Documents Clause in Contracts

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agree ment Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing Date.

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the provisions of With respect to the Security Agreement are effective to create Collateral that consists of cash, Cash Equivalents and property in favor which a security interest may be perfected by the filing of a financing statement under the UCC, upon (i) possession by the Collateral Agent or its designee in the case of cash, (ii) the taking of all action required under Article 8 or Article 9, as applicable, of the UCC in the case of Cash Equivalents and instruments and (iii) the filing of appropriate financing statements under the UCC in the case of such other Security Agreement Collateral (all of the foregoing actions described in preceding clauses (i), (ii) and (iii) having been done and being in full force and effect with respect to such Security Agreement Collateral owned by such Credit Party on any date on which this representation and warranty is made or deemed made or, (x) in the case of the Effective Date, will have been done within 10 days following the Effective Date or (y) in the case of any Security Agreement Collateral acquired on any Addition Date, within 10 days following such Addition Date), the Collateral Agent has been granted, for the benefit of the Secured Creditors and pursuant to the Security Agreement, a legal, valid and enforceable security interest in all right, title and interest of the such Credit Parties Party in the such Security Agreement Collateral described thereinCollateral, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation security interest is being made more than 10 days after the Effective Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest of such Credit Party in all of the such Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCCCollateral, subject to no other Liens other than Permitted Liens, it being understood that no representation and warranty is made in this Section 6.11(a) with respect to Cash Equivalents which, in the aggregate, total less than $100,000. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement (appropriately completed) in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to of financing statements under the Security Agreement UCC will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the United States trademarks (if any) and United States patents (if any) covered by the Security Agreement. Each Agreement and owned by any Credit Party party thereto on any date on which this representation and warranty is made or deemed made and the recordation of the Credit Parties party Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement (appropriately completed) in the United States Copyright Office together with filings of financing statements under the UCC will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the United States registered copyrights (if any) covered by the Security Agreement and owned by any Credit Party party thereto on any date on which this representation and warranty is made or deemed made. Each Credit Party has good and valid marketable title to all Security Agree ment Collateral owned by such Credit Party described thereinAgreement Collateral, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing Date).

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Restatement Effective Date, (i) the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, therein and (ii) the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Restatement Effective Date, have been made), create creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 financing statements made pursuant to the Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Restatement Effective Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each Agreement and identified in such Grant of Security Interest and the recordation of the Credit Parties party Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement has good with the United States Copyright Office, together with financing statements made pursuant to the Security Agreement, will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Restatement Effective Date, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement and valid title to all identified in such Grant of Security Agree ment Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing DateInterest.

The Security Documents. (a) On Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws effecting the enforcement of creditors’ rights generally and after the Initial Borrowing ---------------------- Dateby general equitable principles (whether enforcement is sought by proceedings in equity or law), the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Security Agreement Collateral described therein, and and, in the Security Agreementcase of security interests created on the Initial Borrowing Date, upon the filing Collateral Agent, for the benefit of Form UCC-1 financing statements the Secured Creditors, has (or the appropriate equivalent (which filings, if this representation is being made more than within 10 days after (or 30 days in the Effective Date, have been made), create case of filings to be made with the United States Copyright Office or 90 days in the case of filings to be made with the United States Patent and Trademark Office) following the Initial Borrowing Date will have) a fully perfected first lien on, and security interest in, in all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens. The recordation of (x) the Assignment Grant of Security Interest in U.S. Patents Patents, if applicable, and Trademarks (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement Agreement, in each case in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement Agreement, will create, as may be effectiveperfected by such filings and recordation, under applicable law, to perfect the a perfected security interest granted to the Collateral Agent in the United States registered trademarks and patents (and applications therefor) covered by the Security Agreement. Each , and the recordation of the Credit Parties party Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement has good and valid title with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to all the Security Agree ment Collateral owned Agreement, will create, as may be perfected by such Credit Party described thereinfilings and recordation, free a perfected security interest in the United States registered copyrights (and clear of all Liens except those described above in this clause (aapplications therefor) and as contemplated covered by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing DateSecurity Agreement.

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the (i) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, therein and (ii) the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Date, filings have been made), create creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to therein as of the extent that a security interest may be perfected therein by filing a financing statement under the UCCRestatement Effective Date, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each Agreement and identified in such Grant of Security Interest and the recordation of the Credit Parties party Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement has good with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will be effective when recorded or filed (which recordings or filings have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement and valid title to all identified in such Grant of Security Agree ment Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing DateInterest .

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Initial Borrowing Date, have been made), create a fully perfected first lien on, and such security interest in, all right, title and interest interests (other than security interests in all of the Security Agreement Collateral described therein, to the extent that a security interest may motor vehicles) shall be perfected therein by filing a financing statement under the UCCperfected, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each Agreement and the recordation of the Credit Parties party Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement has good and valid title with the United States Copyright Office together with filings on Form UCC-1 made pursuant to all the Security Agree ment Collateral owned by such Credit Party described thereinAgreement will be effective when recorded or filed (which recordings or filings, free and clear of all Liens except those described above in if this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before representation is being made more than 10 days after the Initial Borrowing Date, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement.

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Date, filings have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agree ment Agreement Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by ). Except for filings made pursuant to Section 5.07(b) 5.10 on or prior to the Restatement Effective Date, no additional filings with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on Security Agreement are required at the time of, or before in connection with the Initial Borrowing occurrence of, the Restatement Effective Date.

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Security Agreement Collateral described therein, and and, in the Security Agreementcase of security interests created on the Initial Borrowing Date, upon the filing Collateral Agent, for the benefit of Form UCC-1 financing statements the Secured Creditors, has (or the appropriate equivalent (which filings, if this representation is being made more than within 10 days after (or 30 days in the Effective Date, have been made), create case of filings to be made with the United States Copyright Office or 90 days in the case of filings to be made with the United States Patent and Trademark Office) following the Initial Borrowing Date will have) a fully perfected first lien on, and security interest in, in all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens. The recordation of (x) the Assignment Grant of Security Interest in U.S. Patents Patents, if applicable, and Trademarks (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement Agreement, in each case in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement Agreement, will create, as may be effectiveperfected by such filings and recordation, under applicable law, to perfect the a perfected security interest granted to the Collateral Agent in the United States registered trademarks and patents (and applications therefor) covered by the Security Agreement. Each , and the recordation of the Credit Parties party Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement has good and valid title with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to all the Security Agree ment Collateral owned Agreement, will create, as may be perfected by such Credit Party described thereinfilings and recordation, free a perfected security interest in the United States registered copyrights (and clear of all Liens except those described above in this clause (aapplications therefor) and as contemplated covered by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing DateSecurity Agreement.

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the The provisions of the Security Agreement ---------------------- Agreement, as amended, are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties Borrower and the Subsidiary Guarantors in the Security Agreement Collateral described therein, as collateral security for the payment and performance of the Loans and the other Obligations, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent and amendments thereto (which filings, if this representation is being made more than 10 days after the Effective Date, filings have been made) or other methods of perfection (which have been completed), create creates, a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a which security interest may shall be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted LiensFilings. The recordation of the Assignment of Security Interest and an amendment thereto in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 and Form UCC-3 made pursuant to the Security Agreement will be are effective, under applicable law, to perfect the security interest interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each Agreement and the recordation of the Credit Parties party Assignment of Security Interest and an amendment thereto in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 and Form UCC-3 made pursuant to the Security Agreement are effective under federal law to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Collateral Agent in the copyrights covered by the Security Agreement. The Borrower and each Subsidiary Guarantor has good and valid marketable title to all Security Agree ment Agreement Collateral owned pledged by such Credit Party described thereinit under the Security Agreement, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing Date).

The Security Documents. (a) On The provisions of the Original Security Agreement were, and after the Initial Borrowing ---------------------- Date, the provisions of the Security Agreement are are, effective to create and continue in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties Borrower in the Security Agreement Collateral described therein, and the Original Secu rity Agreement created, and the Security AgreementAgreement creates, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest of the Borrower, in all of the Security Secu rity Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens, and which Lien continues uninterrupted and unaffected by the filing by the Borrower of a petition for relief under the Bankruptcy Code and the con summation of the Reorganization Plan. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Original Security Agreement in the United States Patent and Trademark Office office together with filings on Form UCC-1 made pur suant to the Original Security Agreement was effective, under federal law, to perfect, and the recordation of the Security Agreement in such office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effectiveeffective to continue the perfection of, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Original Security Agreement, and the filing of the Original Security Agreement with the United States Copyright office to gether with filings on Form UCC-1 made pursuant to the Original Security Agreement was effective under federal law to perfect, and the recordation of the Security Agreement in such office together with filings on Form UCC-1 made pursuant to the Secu rity Agreement will be effective to continue the perfection of, the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement The Borrower has good and valid marketable title to all Security Agree ment Agreement Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing Date).

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Initial Borrowing Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and the recordation of the Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agree ment Agreement Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing Date).

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, (i) the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, therein and (ii) the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Initial Borrowing Date, have been made), create creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each of the Credit Parties party to the Security Agreement has good and valid title to all Security Agree ment Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing Date.

The Security Documents. (a) On and after the Initial Borrowing ---------------------- Date, the The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Effective Initial Borrowing Date, have been made), create a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Initial Borrowing Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. Each Agreement and the recordation of the Credit Parties party Assignment of Security Interest in U.S. Copyrights in the form attached to the Security Agreement has good and valid title with the United States Copyright Office together with filings on Form UCC-1 made pursuant to all the Security Agree ment Collateral owned by such Credit Party described thereinAgreement will be effective when recorded or filed (which recordings or filings, free and clear of all Liens except those described above in if this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before representation is being made more than 10 days after the Initial Borrowing Date, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the Security Agreement.

The Security Documents. (a) On and after the Initial Borrowing ---------------------- DateContribution Effective Time, (i) the provisions of the PCA Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the PCA Credit Parties in the PCA Security Agreement Collateral described therein, therein and (ii) the PCA Security Agreement, upon the filing of Form UCC-1 financing statements or the appropriate equivalent (which filings, if this representation is being made more than 10 days after the Contribution Effective DateTime, have been made), create creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the PCA Security Agreement Collateral described therein, to therein as of the extent that a security interest may be perfected therein by filing a financing statement under consummation of the UCCContribution, subject to no other Liens other than Permitted Liens, to the extent a security interest in such collateral can be perfected by the filing of a financing statement. The recordation of the Assignment Grant of Security Interest in U.S. Patents and Trademarks in the form attached to the PCA Security Agreement in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the PCA Security Agreement will be effectiveeffective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Contribution Effective Time, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the PCA Security Agreement and identified in such Grant of Security Interest and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the PCA Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the PCA Security Agreement. Each of , will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Credit Parties party Contribution Effective Time, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the copyrights covered by the PCA Security Agreement has good and valid title to all identified in such Grant of Security Agree ment Collateral owned by such Credit Party described therein, free and clear of all Liens except those described above in this clause (a) and as contemplated by Section 5.07(b) with respect to Liens securing the Existing Credit Facilities which shall be released and terminated on or before the Initial Borrowing DateInterest .