present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by an amount which, if it were to become
due, would cause a Material Adverse Effect. The Borrower is not and will not be
using "plan assets" (within the meaning of Section 3(42) of ERISA or otherwise)
of one or more Benefit Plans in connection with the Loans, the Letters of Credit
or the Commitments or this Agreement.
Section 3.11
Disclosure .
None of the reports, financial statements,
certificates or other written information furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (with respect to any such
report, financial statement, certificate or other written information furnished
after the Closing Date, as modified or supplemented by other information so
furnished), taken as a whole, contained any material misstatement of fact or
omitted to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading as of
the date furnished; provided that with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.
SECTION 3.12
LIENS; SECURITY INTERESTS IN THE COLLATERAL.
(A)
THE SECURITY AGREEMENT WILL (TO THE EXTENT REQUIRED
THEREBY), TOGETHER WITH THE ENTRY OF THE INTERIM DIP ORDER AND, AS APPLICABLE,
THE FINAL DIP ORDER, CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, A SECURITY INTEREST IN THE COLLATERAL DESCRIBED
THEREIN (SUBJECT TO ANY LIMITATIONS SPECIFIED THEREIN).
IN THE CASE OF THE
CERTIFICATED PLEDGED STOCK CONSTITUTING SECURITIES AS OF THE CLOSING DATE, WHEN
STOCK CERTIFICATES REPRESENTING SUCH PLEDGED STOCK ARE DELIVERED TO THE
ADMINISTRATIVE AGENT (TOGETHER WITH A PROPERLY COMPLETED AND SIGNED STOCK POWER
OR ENDORSEMENT), AND IN THE
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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CASE OF THE OTHER COLLATERAL DESCRIBED IN THE SECURITY AGREEMENT AS OF THE
CLOSING DATE, WHEN FINANCING STATEMENTS SPECIFIED ON SCHEDULE 3.12 IN
APPROPRIATE FORM ARE FILED IN THE OFFICES SPECIFIED ON SCHEDULE
3.12 AND IN
EACH CASE SUBJECT TO ENTRY OF THE ORDERS, THE ADMINISTRATIVE AGENT SHALL HAVE A
PERFECTED LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT, TITLE AND INTEREST OF
THE LOAN PARTIES IN SUCH COLLATERAL (SUBJECT TO ANY LIMITATIONS SPECIFIED
THEREIN) TO THE EXTENT PERFECTION OF SUCH SECURITY INTEREST CAN BE PERFECTED BY
CONTROL OF SECURITIES OR THE FILING OF A FINANCING STATEMENT, AS SECURITY FOR
THE OBLIGATIONS, IN EACH CASE PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON
(EXCEPT PERMITTED LIENS).
(B)
SUBJECT TO ENTRY OF THE ORDERS, WHEN THE SECURITY AGREEMENT
OR AN ANCILLARY DOCUMENT THEREUNDER IS PROPERLY