BORROWER SHALL IMMEDIATELY PREPAY THE REVOLVING
LOANS IN AN AGGREGATE PRINCIPAL AMOUNT AT LEAST EQUAL TO THE AMOUNT OF SUCH
EXCESS.
(C)
BEGINNING ON THE CLOSING DATE, THE BORROWER SHALL APPLY ALL
NET PROCEEDS WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT THEREOF IN ACCORDANCE
WITH CLAUSE (H) BELOW; PROVIDED, THAT WITH RESPECT TO THE DISPOSITION OF ANY
DESIGNATED REAL PROPERTY, THE DESIGNATED REAL PROPERTY RETAINED PROCEEDS WITH
RESPECT TO SUCH DISPOSITION SHALL NOT BE REQUIRED TO BE APPLIED IN ACCORDANCE
WITH CLAUSE (H) BELOW, BUT MAY BE USED BY THE BORROWER AND ITS SUBSIDIARIES IN
THE OPERATION OF THEIR BUSINESSES IN ACCORDANCE WITH THE BUDGET (SUBJECT TO THE
VARIANCES THEREFROM PERMITTED UNDER SECTION 6.10(B)), WITH DESIGNATED REAL
PROPERTY PREPAYMENT PROCEEDS WITH RESPECT TO SUCH DISPOSITION TO BE, IN THE
BORROWER'S DISCRETION, EITHER (I) USED TO PREPAY ALL OR ANY PORTION OF
OUTSTANDING REVOLVING LOANS, WITH A CORRESPONDING, PERMANENT REDUCTION OF A
PORTION OF THE TOTAL REVOLVING COMMITMENTS IN AN AGGREGATE AMOUNT EQUAL TO THE
AGGREGATE AMOUNT OF SUCH PREPAYMENT OR (II) HELD IN A SEGREGATED ACCOUNT WITH
THE ADMINISTRATIVE AGENT (THE "SPECIFIED ACCOUNT") AS COLLATERAL FOR THE
OBLIGATIONS AND THE PREPETITION PRIORITY PAYMENT OBLIGATIONS.
WITH RESPECT TO
ANY SPECIFIED ACCOUNT, (1) THE ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE
DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL, OVER SUCH
ACCOUNT (AND THE BORROWER SHALL ENTER INTO A CASH COLLATERAL AGREEMENT WITH
RESPECT TO SUCH ACCOUNT IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT), (2) OTHER THAN ANY INTEREST EARNED ON THE INVESTMENT OF
SUCH DEPOSITS, WHICH INVESTMENTS SHALL BE MADE AT THE OPTION AND SOLE DISCRETION
OF THE ADMINISTRATIVE AGENT AND AT THE BORROWER'S RISK AND EXPENSE, SUCH
DEPOSITS SHALL NOT BEAR INTEREST AND (3) INTEREST OR PROFITS, IF ANY, ON SUCH
INVESTMENTS SHALL ACCUMULATE IN SUCH ACCOUNT.
TO THE EXTENT SUCH DESIGNATED
REAL PROPERTY RETAINED PROCEEDS ARE USED TO PREPAY OUTSTANDING REVOLVING LOANS,
SUCH PREPAYMENTS MAY BE MADE WITHOUT A CORRESPONDING REDUCTION OF THE TOTAL
REVOLVING COMMITMENTS.
(D)
[RESERVED].
(E)
[RESERVED].
(F)
[RESERVED].
(G)
[RESERVED].
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
36
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Table of Contents
(H)
AMOUNTS TO BE APPLIED IN CONNECTION WITH PREPAYMENTS PURSUANT
TO CLAUSE (C) SHALL BE APPLIED, FIRST, RATABLY TO PRINCIPAL OF THE OUTSTANDING
REVOLVING LOANS AND ACCRUED INTEREST TO THE DATE OF SUCH PREPAYMENT ON THE
AMOUNT PREPAID, SECOND TO CASH COLLATERALIZE LETTERS OF CREDIT IN THE MANNER SET
FORTH IN SECTION 2.17(K), AND THIRD, AFTER THE REVOLVING LOANS HAVE BEEN PAID IN
FULL AND ALL LETTERS OF CREDIT HAVE BEEN FULLY CASH COLLATERALIZED, IN
ACCORDANCE WITH THE TERMS OF ANY ORDER.
SECTION 2.09
FEES.
(A)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF EACH REVOLVING LENDER A FACILITY FEE (THE "FACILITY FEE") IN
DOLLARS FOR THE PERIOD FROM AND INCLUDING THE CLOSING DATE TO THE LAST DAY OF
THE REVOLVING COMMITMENT PERIOD, EQUAL TO THE SUM OF (I) SUCH LENDER'S
APPLICABLE PERCENTAGE OF $2,000,000 IN THE AGGREGATE FOR ALL FEES PAYABLE
PURSUANT TO THIS