FORM AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST.
EACH LOAN PARTY HEREBY IRREVOCABLY AUTHORIZES THE
ADMINISTRATIVE AGENT AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY FILING
OFFICE IN ANY UCC JURISDICTION ANY INITIAL FINANCING STATEMENTS AND AMENDMENTS
THERETO THAT (A) INDICATE THE COLLATERAL (I) AS ALL ASSETS OF SUCH LOAN PARTY OR
WORDS OF SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN
THE COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE UCC, OR (II) AS BEING
OF AN EQUAL OR LESSER SCOPE OR WITH GREATER DETAIL, AND (B) PROVIDE ANY OTHER
INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF THE UCC FOR THE SUFFICIENCY OR
FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT OR AMENDMENT, INCLUDING (I)
WHETHER SUCH LOAN PARTY IS AN ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY
ORGANIZATION IDENTIFICATION NUMBER ISSUED TO SUCH LOAN PARTY AND, (II) IN THE
CASE OF A FINANCING STATEMENT FILED AS A FIXTURE FILING, A SUFFICIENT
DESCRIPTION OF REAL PROPERTY TO WHICH THE COLLATERAL RELATES. SUCH LOAN PARTY
AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO FURNISH ANY SUCH INFORMATION TO
THE ADMINISTRATIVE AGENT PROMPTLY UPON REQUEST.
NOTWITHSTANDING THE PROVISIONS
OF THIS SECTION 2.23(B), THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE THE
BENEFITS OF THE ORDERS.
(C)
REAL PROPERTY.
SUBJECT IN ALL RESPECTS TO THE PRIORITIES SET
FORTH IN SECTION 2.23(A) ABOVE AND TO THE CARVE-OUT AND SUBJECT TO THE ENTRY OF
THE FINAL DIP ORDER, THE BORROWER AND THE SUBSIDIARY GUARANTORS SHALL GRANT TO
THE ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES A SECURITY INTEREST IN
ALL OF THE RIGHT, TITLE AND INTEREST OF THE BORROWER AND THE SUBSIDIARY
GUARANTORS IN ALL REAL PROPERTY, IF ANY, NOW OR HEREAFTER OWNED OR LEASED BY
EITHER THE BORROWER OR ANY OF THE SUBSIDIARY GUARANTORS, TOGETHER IN EACH CASE
WITH ALL OF THE RIGHT, TITLE AND INTEREST OF THE BORROWER OR SUCH SUBSIDIARY
GUARANTOR IN AND TO ALL BUILDINGS, IMPROVEMENTS, AND FIXTURES RELATED THERETO,
ANY LEASE OR SUBLEASE THEREOF, ALL GENERAL INTANGIBLES RELATING THERETO AND ALL
PROCEEDS THEREOF, EXCEPT TO THE EXTENT CONSTITUTING EXCLUDED PROPERTY. THE
BORROWER AND THE SUBSIDIARY GUARANTORS ACKNOWLEDGE THAT, PURSUANT TO THE FINAL
DIP OR-
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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DER, THE LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED
PARTIES IN ALL OF SUCH REAL PROPERTY AND LEASEHOLD INTERESTS SHALL BE PERFECTED
WITHOUT THE RECORDATION OF ANY INSTRUMENTS OF MORTGAGE OR ASSIGNMENT AND THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE THE BENEFITS OF THE FINAL DIP
ORDER. NOTWITHSTANDING THE FOREGOING,AT THE REQUEST OF THE ADMINISTRATIVE AGENT
BUT SUBJECT TO THE ENTRY OF THE FINAL DIP ORDER, THE LOAN PARTIES SHALL, WITHIN
SIXTY (60) DAYS OF SUCH REQUEST (OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE
AGENT MAY AGREE IN ITS REASONABLE DISCRETION) ENTER INTO MORTGAGES IN RECORDABLE
FORM WITH RESPECT TO THE MORTGAGED PROPERTIES ON TERMS REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT, WHICH THE ADMINISTRATIVE AGENT MAY, IN