THEM FROM ALL LOSSES, COSTS, EXPENSES AND LIABILITIES RESULTING FROM
THE RELIANCE BY SUCH PERSON ON EACH NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF
THE BORROWER.
ALL TELEPHONIC NOTICES TO AND OTHER TELEPHONIC COMMUNICATIONS
WITH THE ADMINISTRATIVE AGENT MAY BE RECORDED BY THE ADMINISTRATIVE AGENT, AND
EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SUCH RECORDING.
SECTION 9.02
WAIVERS; AMENDMENTS.
(A)
NO FAILURE OR DELAY BY THE ADMINISTRATIVE AGENT OR ANY
LENDER IN EXERCISING ANY RIGHT OR POWER HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR
ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREUNDER ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES
THAT THEY WOULD OTHERWISE HAVE.
NO WAIVER OF ANY PROVISION OF THIS AGREE-
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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MENT OR ANY OTHER LOAN DOCUMENT OR CONSENT TO ANY DEPARTURE BY ANY LOAN PARTY
THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY
PARAGRAPH (B) OF THIS SECTION, AND THEN SUCH WAIVER OR CONSENT SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE MAKING OF A LOAN SHALL NOT
BE CONSTRUED AS A WAIVER OF ANY DEFAULT, REGARDLESS OF WHETHER THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF SUCH
DEFAULT AT THE TIME.
(B)
NEITHER THIS AGREEMENT NOR ANY OTHER LOAN DOCUMENT NOR ANY
PROVISION HEREOF OR THEREOF MAY BE WAIVED, AMENDED, AMENDED AND RESTATED OR
MODIFIED EXCEPT (X) AS PROVIDED IN SECTION 2.11(C) OR IN THE DEFINITION OF
"MATURITY DATE", OR (Y) PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING
ENTERED INTO BY THE BORROWER AND THE REQUIRED LENDERS AND ACKNOWLEDGED BY THE
ADMINISTRATIVE AGENT OR BY THE BORROWER AND THE ADMINISTRATIVE AGENT WITH THE
CONSENT OF THE REQUIRED LENDERS; PROVIDED THAT NO SUCH AGREEMENT CONTEMPLATED BY
THIS CLAUSE (Y) SHALL (I) INCREASE THE COMMITMENT OF ANY LENDER WITHOUT THE
WRITTEN CONSENT OF SUCH LENDER, (II) REDUCE OR FORGIVE THE PRINCIPAL AMOUNT OF
ANY LOAN OR LC DISBURSEMENT OR REDUCE OR FORGIVE THE RATE OF INTEREST THEREON,
OR REDUCE OR FORGIVE ANY FEES PAYABLE HEREUNDER, WITHOUT THE WRITTEN CONSENT OF
EACH LENDER DIRECTLY AFFECTED THEREBY (IT BEING UNDERSTOOD THAT THE WAIVER OF
(OR AMENDMENT TO THE TERMS OF) ANY OBLIGATION TO PAY AMOUNTS PURSUANT TO
SECTION 2.10(C) SHALL NOT CONSTITUTE A REDUCTION OR FORGIVENESS OF PRINCIPAL,
INTEREST OR FEES), (III) POSTPONE THE SCHEDULED DATE OF PAYMENT OF THE PRINCIPAL
AMOUNT OF ANY LOAN, OR ANY INTEREST THEREON, OR ANY FEES PAYABLE HEREUNDER, OR
REDUCE THE AMOUNT OF, WAIVE OR EXCUSE ANY SUCH PAYMENT, OR POSTPONE THE
SCHEDULED DATE OF EXPIRATION OF ANY COMMITMENT, WITHOUT THE WRITTEN