Transactions (including the performance of the Loan
Documents) (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except (i) such as
have been obtained or
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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made and are in full force and effect and (ii) the filings referred to in
Section 3.12, (b) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the Borrower or any other
Loan Party or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any other Loan Party or its assets except as would not
reasonably expected to result in a Material Adverse Effect and except, in each
case, where failure or non-compliance is permitted by the Bankruptcy Code, and
(d) will not result in the creation or imposition of any Lien on any asset of
the Borrower or any of its Subsidiaries (other than any Permitted Lien).
SECTION 3.04
[RESERVED] .
SECTION 3.05
PROPERTIES; FLOOD DOCUMENTATION .
(A)
EACH OF THE BORROWER AND ITS SUBSIDIARIES HAS GOOD TITLE TO,
OR, OTHER THAN AS A RESULT OF THE CHAPTER 11 CASE, VALID LEASEHOLD INTERESTS IN,
ALL ITS REAL AND PERSONAL PROPERTY MATERIAL TO ITS BUSINESS, EXCEPT FOR MINOR
DEFECTS IN TITLE AND PERMITTED LIENS THAT DO NOT INTERFERE WITH ITS ABILITY TO
CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE SUCH PROPERTIES FOR
THEIR INTENDED PURPOSES OR AS, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
EACH OF THE BORROWER AND ITS SUBSIDIARIES OWNS, OR, OTHER
THAN AS A RESULT OF THE CHAPTER 11 CASE, IS VALIDLY LICENSED TO USE, ALL
INTELLECTUAL PROPERTY NECESSARY TO OPERATE THEIR RESPECTIVE BUSINESS AS
CURRENTLY CONDUCTED AND CONTEMPLATED TO BE CONDUCTED, AND THE OPERATION OF THEIR
RESPECTIVE BUSINESSES BY THE BORROWER AND ITS SUBSIDIARIES DOES NOT INFRINGE
UPON OR OTHERWISE VIOLATE THE RIGHTS OF ANY OTHER PERSON, IN EACH CASE, EXCEPT
FOR ANY SUCH INTELLECTUAL PROPERTY OR INFRINGEMENTS OR VIOLATIONS THAT,
INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
(C)
AS TO ALL IMPROVED REAL PROPERTY LOCATED IN THE UNITED STATES
WHICH IS SUBJECT TO A MORTGAGE, (I) THE ADMINISTRATIVE AGENT HAS RECEIVED THE
FLOOD DOCUMENTATION WITH RESPECT TO SUCH REAL PROPERTY ON OR PRIOR TO THE
GRANTING OF SUCH MORTGAGE THEREON, AND (II) ALL FLOOD HAZARD INSURANCE POLICIES
REQUIRED PURSUANT TO SECTION 5.05 WITH RESPECT TO ANY SUCH REAL PROPERTY HAVE
BEEN OBTAINED AND REMAIN IN FULL FORCE AND EFFECT TO THE EXTENT REQUIRED BY SUCH
SECTION.
SECTION 3.06
LITIGATION AND ENVIRONMENTAL MATTERS.
(A)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS (OTHER THAN THE
CHAPTER 11 CASE) BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY PENDING
AGAINST OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED IN WRITING