Common use of Superpriority Claims and Liens Clause in Contracts

Superpriority Claims and Liens. Each Loan Party hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by the Interim DIP Order (and, when applicable, the Final DIP Order) and: (i) pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code, constitute joint and several allowed administrative expense claims in the Chapter 11 Case having superpriority over all administrative expenses of the kind specified in Section 364(c)(1), 503(b), 507(a)(2), 507(b) or 507(d) of the Bankruptcy Code; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority Lien on all otherwise unencumbered Collateral and all proceeds and other property recovered in any Avoidance Action; (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-priority Lien on all Collateral that is subject to (x) valid and perfected Liens in existence on the Petition Date, (y) valid Liens in existence on the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any or (z) valid Liens perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”); provided, that: (A) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely to the extent provided for therein; (C) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement and the other Loan Documents, and the rights of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in clauses (ii) through (iv) will be perfected solely to the extent that such security interests can be perfected by order of the Bankruptcy Court.

Superpriority Claims and Liens. Each of the Loan Party Parties hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by the Interim DIP Order (and, when applicable, Orders of the Final DIP Order) andBorrower and the Guarantors under the Loan Documents: (i) pursuant to Sections 364(c)(1) and 507(b) of the Bankruptcy Code, constitute joint and several allowed administrative expense claims in the Chapter 11 Case having superpriority over all administrative expenses of the kind specified in Section 364(c)(1), 503(b), 507(a)(2), 507(b) or 507(d) of the Bankruptcy Code; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-first priority Lien on all otherwise presently owned and hereafter acquired unencumbered Collateral tangible and all intangible property and assets of the Borrower, the Guarantors and their respective estates wherever located, and any proceeds and products thereof, including, without limitation, accounts, deposit accounts, cash, chattel paper, investment property, letter-of-credit rights, securities accounts, commercial tort claims, causes of action, investments, instruments, documents, inventory, contract rights, general intangibles, intellectual property, real property, fixtures, goods, equipment, vessels and other property recovered in any Avoidance Actionfixed assets and proceeds and products of all of the foregoing (including earnings and insurance proceeds); (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-first priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, Obligations and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents and (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-junior priority Lien on all Collateral presently owned and hereafter acquired tangible and intangible property and assets of the Borrower, the Guarantors and their respective estates wherever located, and any proceeds and products thereof, including, without limitation, accounts, deposit accounts, cash, chattel paper, investment property, letter-of-credit rights, securities accounts, commercial tort claims, causes of action, investments, instruments, documents, inventory, contract rights, general intangibles, intellectual property, real property, fixtures, goods, equipment, vessels and other fixed assets and proceeds and products of all of the foregoing (including earnings and insurance proceeds) that is are subject to (x) valid and perfected Liens in existence on the Petition Date, Date with a priority senior to the Prepetition Facility Obligations or (y) valid Liens in existence on the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any or (z) valid Liens perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”); provided, that: (A) the Liens in favor . Each of the Loan Parties further covenants, represents and warrants that, immediately and automatically upon Bankruptcy Court authorization of such grant pursuant to the Final DIP Order or otherwise, each Loan Party shall be deemed to have automatically granted to the Administrative Agent, Agent for the benefit of the Secured Partiesholders of Obligations, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, as security for the benefit of the Secured PartiesObligations, a first priority Lien on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely to the extent provided for therein; (CLoan Parties. This Section 2.16(a) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement and the other Loan Documents, and the rights of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in clauses (ii) through (iv) will be perfected solely to the extent that such security interests can be perfected by order of the Bankruptcy Court.

Superpriority Claims and Liens. Each Loan Party Borrower hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by of Borrower under the Interim DIP Order (and, when applicable, the Final DIP Order) andLoan Documents: (i) pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code, shall at all times constitute joint and several an allowed administrative expense claims in the Chapter 11 Case having superpriority over all administrative expenses of the kind specified in Section 364(c)(1), 503(b), 507(a)(2), 507(b) or 507(d) of the Bankruptcy CodeSuperpriority Claim; (ii) pursuant to Sections 361, 362, Section 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and the Collateral DocumentsCode, shall at all times be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected first-first priority Lien on all otherwise unencumbered Collateral tangible and all intangible property of Borrower that is not subject to the Permitted Liens (other than Avoidance Actions and the proceeds and other property recovered in any Avoidance Action;therefrom); and (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral DocumentsCode, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected junior-priority Lien on upon all Collateral tangible and intangible property of Borrower that is subject to Permitted Liens, junior to such Permitted Liens, and (xiv) valid the Superpriority Claim and perfected the Liens provided in existence on the Petition Date, clauses (yi) valid Liens in existence on the Petition Date as permitted by Section 546(bthrough (iii) of the Bankruptcy Code, if any or (z) valid Liens perfected subsequent shall be subject only to the Petition Date Permitted Liens and the Carve-Out (as permitted by Section 546(b) of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”defined below); provided, that: (A) , except as otherwise provided in the Liens in favor Order, no portion of the Administrative Agent, Carve-Out shall be utilized for the benefit payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the Secured Partiesindebtedness of Borrower owing to the Lender, shall not encumber any Excluded Property; agents or indemnified parties under this Agreement. The Lender may deliver notice to the Borrower (B) and its counsel), and the Liens in favor UST that an Event of Default has occurred and is continuing and the Lender desires to trigger wind-down of the Administrative Agent, for Carve-Out as provided herein (a “Carve-Out Trigger Notice”). “Carve-Out” means the benefit (a) unpaid fees of the Secured PartiesClerk of the Bankruptcy Court and the UST pursuant to 28 U.S.C. § 1930(a), on all proceeds (b) unpaid and other property recovered in any Avoidance Action shallallowed Budgeted fees and expenses of professional persons, retained by the Borrower pursuant to Section 327 of the Bankruptcy Code with the approval of the Bankruptcy Court (collectively, the “Professionals”), in each case, be subject incurred on and prior to entry delivery of a Carve-Out Trigger Notice and (c) unpaid and allowed fees and expenses of Professionals incurred subsequent to delivery of a Carve-Out Trigger Notice, in an aggregate amount not to exceed the Final DIP Order and granted solely to budgeted amount for any such Professional (the extent provided for therein; (C) “Professional Expense Cap”). For the Liens in favor avoidance of doubt, the Administrative Agent, for Professional Expense Cap shall only apply after the benefit delivery of the Secured Parties, a Carve-Out Trigger Notice. The Professional Expense Cap shall be subject reduced, dollar for dollar, by the amount of any fees, costs and expenses incurred and paid to Professionals subsequent to delivery of a Carve-Out Trigger Notice. The Lender agrees that Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out, Out prior to the delivery of a Carve-Out Trigger Notice. The foregoing shall not be construed as consent to the allowance of any senior Liens, if any, permitted under this Agreement fees and expenses referred to above and shall not affect the other Loan Documents, and the rights right of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in clauses (ii) through (iv) will be perfected solely Lender to object to the extent that allowance and payment of such security interests can be perfected by order of the Bankruptcy Courtamounts.

Superpriority Claims and Liens. Each Loan Note Party hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, and the Final DIP Order, as applicable), the Obligations shall be authorized by of the Interim DIP Order (and, when applicable, Note Parties under the Final DIP Order) andNote Documents: (i) pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Chapter 11 Case having superpriority priority over all administrative expenses of the kind specified in Section 364(c)(1), Sections 503(b), 507(a)(2), 507(b507(a) or 507(d507(b) of the Bankruptcy Code; provided that, notwithstanding anything herein to the contrary, the cash collateral pledged to secure the Existing Letters of Credit shall not be subject to such claim and such claims shall not be paid from such collateral; provided, further, that to the extent any of such collateral is released from the security interests to secure the Existing Letters of Credit, it shall be subject to such super priority claims under this Section 1.12(i); (ii) pursuant to Sections 361, 362, Section 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code Code, shall at all times be secured by a perfected first priority Lien on all tangible and intangible property of the Collateral DocumentsNote Parties other than the Excluded Property (defined below) that is not subject to an Existing Lien as of the Petition Date; including, but not limited to claims and causes of action arising under sections 502(d), 544, 545, 547, 548, 549, 550, 551, 553(b), 723(a) or 724(a) of the Bankruptcy Code, the “Avoidance Actions”) (it being understood that the Liens so granted on the Avoidance Actions shall be subject to the entry of the Final Order); (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by, by a perfected Lien upon all tangible and each Loan Party shall have granted to the Administrative Agent, for the benefit intangible property of the Secured PartiesNote Parties other than the Excluded Property (defined below) that is subject to an Existing Lien as of the Petition Date (other than Primed Liens), a perfected first-priority Lien on all otherwise unencumbered Collateral and all proceeds and other property recovered in any Avoidance Action;junior to such Existing Lien; and (iiiiv) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral DocumentsCode, shall be secured byby a perfected first priority Lien, senior and each Loan Party shall have granted priming to the Administrative AgentPrimed Liens, for the benefit on all of the Secured Parties, a perfected first-priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, tangible and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iv) pursuant to Section 364(c)(3) intangible property of the Bankruptcy Code and Note Parties (other than the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-priority Lien on all Collateral Excluded Property) that is subject to (x) valid and perfected Liens in existence on the Petition Date, (y) valid Liens in existence on the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any a lien or (z) valid Liens perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, if any (in each case, other than Liens security interest securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”)First Mortgage Notes; provided, that: (A) however, that the Liens described in favor of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; this subsection (Biv) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely to the extent provided for therein; (C) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement Carve Out and junior to Permitted Senior Prior Liens (as described in the Interim Order and the other Loan DocumentsFinal Order, and the rights of the cash management banks as set forth applicable); in the Cash Management Order; and (D) the security interests described in case of each of clauses (iii) through (iv) will be perfected solely above subject only to the extent that such Carve Out and the liens granted to secure the Existing Letters of Credit. For purposes of this section, “Excluded Property” means (i) any assets upon which security interests can may not be perfected by order lawfully granted, and (ii) 35% of the Bankruptcy Courtissued and outstanding Voting Stock of any new or existing Foreign Subsidiary (other than Constar UK, of which 100% of the outstanding Voting Stock shall be subject to the liens granted hereto) and, for the avoidance of doubt, 100% of the issued and outstanding Voting Stock of any new or existing Foreign Subsidiary not owned directly by a Note Party or Domestic Subsidiary of a Note Party. For the avoidance of doubt, the first lien collateral securing the obligations under the Pre-Petition Revolving Credit Agreement (the “GE Credit Agreement Collateral”) shall be Unencumbered Property (as defined in the Orders) upon repayment of the obligations under the Pre-Petition Revolving Credit Agreement and the Obligations shall at all times be secured by a perfected first priority Lien on the GE Credit Agreement Collateral.

Superpriority Claims and Liens. Each Loan Party Borrower hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by of Borrower under the Interim DIP Order (and, when applicable, the Final DIP Order) and: Loan Documents: (i) pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code, shall at all times constitute joint and several allowed superpriority administrative expense claims in the Chapter 11 Case having superpriority priority over all administrative other costs and expenses of the kind specified in Section 364(c)(1)in, or ordered pursuant to, Sections 105, 326, 330, 331, 503(b), 507(a)(2506(c), 507(a), 507(b), 726 or any other provisions of the Bankruptcy Code; (ii) or 507(dpursuant to Section 364(c)(2) of the Bankruptcy Code; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and the Collateral Documents, shall at all times be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected first-first priority Lien on all otherwise unencumbered Collateral tangible and all proceeds and intangible property of Borrower that is not subject to post-petition Permitted Liens (other property recovered in any than Avoidance Action; (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code Actions and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed Liens”proceeds therefrom); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iviii) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral DocumentsCode, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected junior-priority Lien on upon all Collateral tangible and intangible property of Borrower that is subject to post-petition Permitted Liens, junior to such Permitted Liens; in the case of each of clauses (xi) valid through (iii) subject only to on and perfected Liens after delivery of notice by the Lender to the Borrower (and its counsel), the UST and counsel to the Creditors’ Committee, if applicable, that an Event of Default has occurred and is continuing and the Lender desires to trigger the Carve-Out (a “Carve-Out Trigger Notice”), the Carve-Out (as defined below); provided that, except as otherwise provided in existence on the Petition DateOrder, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of Borrower owing to the lender, agents or indemnified parties under this Agreement. “Carve-Out” means the (ya) valid Liens in existence on unpaid fees of the Petition Date as permitted by Section 546(b) Clerk of the Bankruptcy CodeCourt and the U.S. Trustee pursuant to 28 U.S.C. § 1930(a), if (b) unpaid and allowed fees and expenses of professional persons, retained by the Borrower or any or Creditors’ Committee (z) valid Liens perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Codecollectively, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing LiensProfessionals”); provided, that: (A) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject incurred on and prior to entry delivery of a Carve-Out Trigger Notice and (c) unpaid and allowed fees and expenses of Professionals incurred subsequent to delivery of a Carve-Out Trigger Notice, in an aggregate amount not to exceed $250,000 (the Final DIP Order and granted solely to “Professional Expense Cap”). For the extent provided for therein; (C) avoidance of doubt, the Liens in favor Professional Expense Cap shall only apply after the delivery of the Administrative Agent, for the benefit of the Secured Parties, a Carve-Out Trigger Notice. The Professional Expense Cap shall be subject reduced, dollar for dollar, by the amount of any fees, costs and expenses incurred and paid to Professionals subsequent to delivery of a Carve-Out Trigger Notice. The Lender agrees that Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out, Out prior to the delivery of a Carve-Out Trigger Notice. The foregoing shall not be construed as a consent to the allowance of any senior Liens, if any, permitted under this Agreement fees and expenses referred to above and shall not affect the other Loan Documents, and the rights right of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in clauses (ii) through (iv) will be perfected solely Lender to object to the extent that allowance and payment of such security interests can be perfected by order of the Bankruptcy Courtamounts.

Superpriority Claims and Liens. Each Loan Party Borrower hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by of Borrower and the Interim DIP Order (and, when applicable, Guarantors under the Final DIP Order) and: Credit Documents: (i) pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Chapter 11 Case Cases having superpriority priority over all administrative expenses of the kind specified in Section 364(c)(1), Sections 503(b), 507(a)(2), 507(b507(a) or 507(d507(b) of the Bankruptcy Code; ; (ii) pursuant to Sections 361, 362, Section 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code Code, shall at all times be secured by a perfected first priority Lien on all tangible and intangible property of Borrower and the Collateral DocumentsGuarantors that is not subject to Existing Liens or post-petition Liens permitted hereunder that secure (A) post-petition Capitalized Leases or purchase money financings permitted to be entered into hereunder or (B) obligations not to exceed $4 million, owing to JPMorgan Chase, N.A., in connection with procurement card obligations and the cash management system of the Borrower and the Guarantor (collectively, “Cash Management Obligations”); (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected firstLien upon all tangible and intangible property of Borrower and the Guarantors that is subject to Existing Liens and to post-priority Lien on all otherwise unencumbered Collateral petition Liens permitted hereunder that secure post-petition Capitalized Leases or purchase money financings permitted to be entered into hereunder or Cash Management Obligations, junior to such Existing Liens and all proceeds the Liens granted in connection with such Cash Management Obligations, Capitalized Leases and other property recovered in any Avoidance Action; purchase money financings; and (iiiiv) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral DocumentsCode, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected first-first priority, senior priming Lien (on all of the “Priming Lien”) on tangible and intangible property of Borrower and the Prepetition Collateral, which Priming Lien shall prime all Guarantors that is subject to existing Liens securing that secure Borrower’s and the Guarantors’ Debt and other obligations under the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior thereto (but subject to any Liens arising after the Petition Date to provide adequate protection in respect of any Existing Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted Liens being primed hereby are subject or become subject subsequent to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-priority Lien on all Collateral that is subject to (x) valid and perfected Liens in existence on the Petition Date, (y) valid Liens in existence on the Petition Filing Date as permitted by Section 546(b) of the Bankruptcy Code), if including any Liens granted on or (z) valid Liens perfected subsequent after the Filing Date to the Petition Date as permitted by Section 546(b) provide adequate protection in respect of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”); provided, that: (A) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely that notwithstanding anything to the extent provided for therein; (C) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement and the other Loan Documents, and the rights of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described contrary in clauses (iia)(ii) to (a)(iv) herein, in no event shall the Obligations be secured by any pledge in excess of 65% of the capital stock of its direct foreign subsidiaries or any of the capital stock or interests of indirect foreign subsidiaries (if adverse tax consequences could result to the Borrower or the Guarantors) or joint ventures interest (if otherwise prohibited or requiring the consent of any third party)); in the case of each of clauses (i) through (iv) will be perfected solely subject only to (x) on and after delivery of notice by the applicable Agent to the extent Borrower that such security interests can be perfected an Event of Default has occurred and the Lenders desire to trigger the Carve-Out (a “Carve-Out Trigger Notice”), the payment of allowed and unpaid professional fees and disbursements incurred by order Borrower and the Guarantors, any statutory committees appointed in the Cases, and the adhoc noteholders’ committee, on or after the date of delivery of the Bankruptcy CourtCarve-Out Trigger Notice in an aggregate amount not in excess of $5,000,000 plus the amount of unpaid professional fees and expenses incurred by Borrower and Guarantors prior to the date of delivery of the Carve-Out Trigger Notice and (y) the payment of fees pursuant to 28 U.S.C. § 1930 ((x) and (y), together, the “Carve-Out”), provided that, except as otherwise provided in the Final Order, no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of Borrower and the Guarantors owing to the lenders, agents or indemnified parties under the Facility or to the collateral securing the Facility. The Lenders agree that so long as no Event of Default shall have occurred and be continuing, Borrower and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. The foregoing shall not be construed as a consent to the allowance of any fees and expenses referred to above and shall not affect the right of the Agents and the Lenders to object to the allowance and payment of such amounts.

Superpriority Claims and Liens. Each Loan Party Grantor hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order), the Obligations shall be authorized by of the Interim DIP Order (and, when applicable, Grantors under the Final DIP Order) and: Credit Documents: (i) pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Chapter 11 Case Cases having superpriority priority over all administrative expenses of the kind specified in Section 364(c)(1), Sections 503(b), 507(a)(2), 507(b507(a) or 507(d507(b) of the Bankruptcy Code; ; (ii) pursuant to Sections 361, 362, Section 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code Code, shall at all times be secured by a perfected first priority Lien on all tangible and intangible property of the Grantors that is not subject to Existing Liens or post-petition Liens permitted hereunder that secure (A) post-petition Capitalized Leases or purchase money financings permitted to be entered into under the Credit Agreement or (B) obligations not to exceed $4 million, owing to JPMorgan Chase, N.A., in connection with procurement card obligations and the Collateral Documentscash management system of the Grantors (collectively, “Cash Management Obligations”); (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by, by a perfected Lien upon all tangible and each Loan Party shall have granted to the Administrative Agent, for the benefit intangible property of the Secured PartiesGrantors that is subject to Existing Liens and to post-petition Liens permitted hereunder that secure post-petition Capitalized Leases or purchase money financings permitted to be entered into hereunder or Cash Management Obligations, a perfected first-priority Lien on all otherwise unencumbered Collateral junior to such Existing Liens and all proceeds the Liens granted in connection with such Cash Management Obligations, Capitalized Leases and other property recovered in any Avoidance Action; purchase money financings; and (iiiiv) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral DocumentsCode, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected first-first priority, senior priming Lien (on all of the “Priming Lien”) on tangible and intangible property of Grantors that is subject to existing Liens that secure the Prepetition Collateral, which Priming Lien shall prime all Liens securing Grantors’ Debt and other obligations under the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior thereto (but subject to any Liens arising after the Petition Date to provide adequate protection in respect of any Existing Liens to which the Priming Lien is senior (collectively, the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted Liens being primed hereby are subject or become subject subsequent to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-priority Lien on all Collateral that is subject to (x) valid and perfected Liens in existence on the Petition Date, (y) valid Liens in existence on the Petition Filing Date as permitted by Section 546(b) of the Bankruptcy Code), if including any Liens granted on or (z) valid Liens perfected subsequent after the Filing Date to the Petition Date as permitted by Section 546(b) provide adequate protection in respect of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”); provided, that: (A) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely that notwithstanding anything to the extent provided for therein; (C) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement and the other Loan Documents, and the rights of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described contrary in clauses (iia)(ii) to (a)(iv) herein, in no event shall the Obligations be secured by any pledge in excess of 65% of the capital stock of its direct foreign subsidiaries or any of the capital stock or interests of indirect foreign subsidiaries (if adverse tax consequences could result to the Grantors) or joint ventures interest (if otherwise prohibited or requiring the consent of any third party)); in the case of each of clauses (i) through (iv) will be perfected solely subject only to (x) on and after delivery of notice by the applicable Agent to the extent Borrower that such security interests can be perfected an Event of Default has occurred and the Lenders desire to trigger the Carve-Out (a “Carve-Out Trigger Notice”), the payment of allowed and unpaid professional fees and disbursements incurred by order the Grantors, any statutory committees appointed in the Cases, and the adhoc noteholders’ committee, on or after the date of delivery of the Bankruptcy CourtCarve-Out Trigger Notice in an aggregate amount not in excess of $5,000,000 plus the amount of unpaid professional fees and expenses incurred by the Grantors prior to the date of delivery of the Carve-Out Trigger Notice and (y) the payment of fees pursuant to 28 U.S.C. § 1930 ((x) and (y), together, the “Carve-Out”), provided that, except as otherwise provided in the Final Order, no portion of the Carve- Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Grantors owing to the lenders, agents or indemnified parties under the Facility or to the collateral securing the Facility. The Lenders agree that so long as no Event of Default shall have occurred and be continuing, the Grantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. The foregoing shall not be construed as a consent to the allowance of any fees and expenses referred to above and shall not affect the right of the Agents and the Lenders to object to the allowance and payment of such amounts.

Superpriority Claims and Liens. Each Loan Party The Borrower hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, the Final DIP Order, and subject to the Carve-Out (defined below), the Obligations shall be authorized by of Borrower under the Interim DIP Order (and, when applicable, the Final DIP Order) and: Loan Documents: (i) pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense superpriority claims in the Chapter 11 Case having superpriority priority over all administrative other costs and expenses of the kind specified in Section 364(c)(1)in, or ordered pursuant to, Sections 105, 326, 330, 331, 503(b), 507(a)(2506(c), 507(a), 507(b) ), 726 or 507(d) any other provisions of the Bankruptcy Code; ; (ii) pursuant to Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority Lien on all otherwise unencumbered Collateral and all proceeds and other property recovered in any Avoidance Action; (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral DocumentsCode, shall at all times be secured by, by a perfected first priority Lien on all tangible and each Loan Party shall have granted to the Administrative Agent, for the benefit intangible property of the Secured Parties, a perfected firstBorrower that is not subject to post-priority, senior priming Lien (the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is senior (collectively, the “Primed petition Permitted Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iviii) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral DocumentsCode, shall be secured by, by a perfected Lien upon all tangible and each Loan Party shall have granted to the Administrative Agent, for the benefit intangible property of the Secured Parties, a perfected junior-priority Lien on all Collateral Borrower that is subject to Permitted Liens, junior to such Permitted Liens. “Carve-Out” means the (xa) valid and perfected Liens in existence on unpaid fees of the Petition Date, (y) valid Liens in existence on the Petition Date as permitted by Section 546(b) Clerk of the Bankruptcy CodeCourt and the UST pursuant to 28 U.S.C. § 1930(a), if any or (zb) valid Liens perfected subsequent unpaid and allowed fees and expenses of the Borrowers’ attorneys, a chief restructuring officer for the Borrower, one financial advisor for the Borrower, one investment banker for the Borrower, a claims agent, and attorneys for the Creditors’ Committee (collectively, the “Professionals”), but only to the Petition Date as permitted extent approved by Section 546(bthe Lender in the Budget, and only if incurred before the delivery of a Carve-Out Trigger Notice, and (c) unpaid and allowed fees and expenses of the Bankruptcy Code, if any (Professionals in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) an aggregate amount not to exceed $100,000 (the “Existing LiensProfessional Expense Cap”) incurred after delivery of notice by the Lender to the Borrower (and its counsel), the UST and counsel to the Creditors’ Committee, if applicable, that an Event of Default has occurred and is continuing (a “Carve-Out Trigger Notice”); provided. For the avoidance of doubt, that: (A) the Liens in favor Professional Expense Cap shall only apply after the delivery of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely to the extent provided for therein; (C) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, a Carve-Out Trigger Notice. The Professional Expense Cap shall be subject reduced, dollar-for-dollar, by the amount of any fees, costs and expenses incurred and paid to Professionals after delivery of a Carve-Out Trigger Notice. No portion of the Carve-OutOut may be used to pay professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of the Borrower owing to the Lender or any senior LiensIndemnitee. The Borrower may pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, if any, permitted under this Agreement as the same may be due and the other Loan Documentspayable, and the rights same shall not reduce the Carve-Out prior to the delivery of a Carve-Out Trigger Notice. The foregoing shall not be construed as a consent to the allowance of any fees and expenses referred to above and shall not affect the right of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in clauses (ii) through (iv) will be perfected solely Lender to object to the extent that allowance and payment of such security interests can be perfected by order of the Bankruptcy Courtamounts.

Superpriority Claims and Liens. Each Loan Party hereby covenants, represents and warrants that, upon entry of the Interim DIP Order (or when applicable, and the Final DIP Order, as applicable), the Obligations shall be authorized by of the Interim DIP Order (and, when applicable, Loan Parties under the Final DIP Order) andLoan Documents: (i) pursuant to Sections Section 364(c)(1) and 507(b) of the Bankruptcy Code, shall at all times constitute joint and several allowed administrative expense claims in the Chapter 11 Case Cases having superpriority priority over all administrative expenses of the kind specified in Section 364(c)(1), Sections 503(b), 507(a)(2), or 507(b) or 507(d) of the Bankruptcy CodeCode (except for proceeds of claims and causes of action arising under sections 502(d), 544, 545, 547, 548, 549, 550, 551, 553(b), 723(a) or 724(a) of the Bankruptcy Code the “Avoidance Actions”); (ii) pursuant to Sections 361, 362, Section 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code Code, shall at all times be secured by a perfected first priority Lien on all tangible and intangible property of each Loan Party that is not subject to Existing Liens but excluding the Collateral DocumentsAvoidance Actions; (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by, by a perfected Lien upon all tangible and intangible property of each Loan Party shall have that is subject to Existing Liens (other than Primed Liens) and to post-petition Liens permitted hereunder that secure post-petition Capital Leases or purchase money financings permitted to be entered into hereunder, junior to such Existing Liens and the Liens granted to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority Lien on all otherwise unencumbered Collateral in connection with such Capital Leases and all proceeds and other property recovered in any Avoidance Action;purchase money financings; and (iiiiv) pursuant to Section 364(d)(1) of the Bankruptcy Code and the Collateral DocumentsCode, shall be secured by, and each Loan Party shall have granted to the Administrative Agent, for the benefit of the Secured Parties, by a perfected first-first priority, senior priming Lien (on all of the “Priming Lien”) on the Prepetition Collateral, which Priming Lien shall prime all Liens securing tangible and intangible property of each Loan Party that secures any Loan Party’s Indebtedness and other obligations under the Prepetition Facility Obligations, the Prepetition Secured Notes Obligations, and any Liens that are junior thereto, and shall also be senior to any Liens arising after the Petition Date to provide adequate protection in respect of any Liens to which the Priming Lien is such Liens are senior (collectively, but subject to any Existing Liens to which the “Primed Liens”); and SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents (iv) pursuant to Section 364(c)(3) of the Bankruptcy Code and the Collateral Documents, shall be secured by, and each Loan Party shall have granted Liens being primed hereby are subject or become subject subsequent to the Administrative Agent, for the benefit of the Secured Parties, a perfected junior-priority Lien on all Collateral that is subject to (x) valid and perfected Liens in existence on the Petition Date, (y) valid Liens in existence on the Petition Filing Date as permitted by Section 546(b) of the Bankruptcy Code), if which senior Priming Liens shall have priority over any Liens granted on or (z) valid Liens perfected subsequent after the Filing Date to the Petition Date as permitted by Section 546(b) provide adequate protection in respect of the Bankruptcy Code, if any (in each case, other than Liens securing the Prepetition Facility Obligations or the Prepetition Secured Notes Obligations) (the “Existing Liens”)Facility; provided, that: (A) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall not encumber any Excluded Property; (B) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, on all proceeds and other property recovered in any Avoidance Action shall, in each case, be subject to entry of the Final DIP Order and granted solely to the extent provided for therein; (C) the Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, shall be subject to the Carve-Out, any senior Liens, if any, permitted under this Agreement and the other Loan Documents, and the rights of the cash management banks as set forth in the Cash Management Order; and (D) the security interests described in case of each of clauses (iii) through (iv) will be perfected solely above subject only to (x) on and after delivery of notice by the Administrative Agent to the extent Company that an Event of Default has occurred and the Administrative Agent has delivered a notice to the Company to the effect that the application of Carve-Out has occurred (a “Carve-Out Trigger Notice”), the payment of (A) up to $1,000,000 in the aggregate of allowed and unpaid professional fees and disbursements incurred by Company and the Guarantors, and any statutory committees appointed in the Cases, on or after the date of such security interests can be perfected Event of Default plus (B) the amount of unpaid professional fees and expenses incurred by order Company and Guarantors prior to the date of the Bankruptcy Courtdelivery of the Carve-Out Trigger Notice and (y) the payment of fees pursuant to 28 U.S.C. § 1930 ((x) and (y), together, the “Carve-Out”), provided that, except as otherwise provided in the Orders (including, without limitation, investigation rights), no portion of the Carve-Out shall be utilized for the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity, perfection or enforcement of the indebtedness of Company and the Guarantors owing to the lenders, agents or indemnified parties under the Loan Documents or the Prepetition Facility or to the collateral securing the Obligations or the Prepetition Facility. The Lenders agree that so long as no Event of Default shall have occurred and be continuing, Company and the Guarantors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out. The foregoing shall not be construed as a consent to the allowance of any fees and expenses referred to above and shall not affect the right of the Administrative Agent and the Lenders to object to the allowance and payment of such amounts.