LENDER AND THE ADMINISTRATIVE AGENT,
REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH
AND SUBJECT TO THE RESTRICTIONS CONTAINED IN SECTION 9.05), ALL ITS INTERESTS,
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO AN ASSIGNEE THAT SHALL ASSUME
SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER ACCEPTS SUCH
ASSIGNMENT); PROVIDED THAT (I) THE BORROWER SHALL HAVE RECEIVED THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (AND IF A REVOLVING COMMITMENT IS
BEING ASSIGNED, THE ISSUING BANK), WHICH CONSENT SHALL NOT UNREASONABLY BE
WITHHELD, (II) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS AND PARTICIPATIONS IN UNREIMBURSED LC
DISBURSEMENTS, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS
PAYABLE TO IT HEREUNDER, FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING
PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE BORROWER (IN THE CASE OF ALL
OTHER AMOUNTS) AND (III) IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A
CLAIM FOR COMPENSATION UNDER SECTION 2.12 OR PAYMENTS REQUIRED TO BE MADE
PURSUANT TO SECTION 2.14, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH
COMPENSATION OR PAYMENTS.
A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH
ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A RESULT OF A WAIVER BY SUCH
LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING THE BORROWER TO REQUIRE SUCH
ASSIGNMENT AND DELEGATION CEASE TO APPLY.
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
48
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(C)
IF ANY LENDER (SUCH LENDER, A "NON-CONSENTING LENDER") HAS
FAILED TO CONSENT TO A PROPOSED AMENDMENT, WAIVER, DISCHARGE OR TERMINATION
WHICH PURSUANT TO THE TERMS OF SECTION 9.02 REQUIRES THE CONSENT OF ALL OF THE
LENDERS AFFECTED AND WITH RESPECT TO WHICH THE REQUIRED LENDERS SHALL HAVE
GRANTED THEIR CONSENT, THEN THE BORROWER SHALL HAVE THE RIGHT (UNLESS SUCH
NON-CONSENTING LENDER GRANTS SUCH CONSENT) TO REPLACE SUCH NON-CONSENTING LENDER
BY REQUIRING SUCH NON-CONSENTING LENDER TO ASSIGN ITS LOANS, AND ITS REVOLVING
COMMITMENTS HEREUNDER TO ONE OR MORE ASSIGNEES REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, PROVIDED THAT:
(A) ALL AMOUNTS OWING TO SUCH
NON-CONSENTING LENDER BEING REPLACED (OTHER THAN PRINCIPAL AND INTEREST) SHALL
BE PAID IN FULL TO SUCH NON-CONSENTING LENDER CONCURRENTLY WITH SUCH ASSIGNMENT,
AND (B) THE REPLACEMENT LENDER (EACH SUCH LENDER, A "REPLACEMENT LENDER") SHALL
PURCHASE THE FOREGOING BY PAYING TO SUCH NON-CONSENTING LENDER A PRICE EQUAL TO
THE PRINCIPAL AMOUNT THEREOF PLUS ACCRUED AND UNPAID INTEREST THEREON. IN
CONNECTION WITH ANY SUCH ASSIGNMENT THE BORROWER, ADMINISTRATIVE AGENT, SUCH
NON-CONSENTING LENDER AND THE REPLACEMENT LENDER SHALL OTHERWISE COMPLY WITH
SECTION 9.05.
(D)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY
HERETO AGREES THAT ANY ASSIGNMENT PURSUANT TO THE TERMS OF SECTION 2.16(C) MAY
BE EFFECTED PURSUANT TO AN ASSIGNMENT AND ASSUMPTION EXECUTED BY THE BORROWER,
THE ADMINISTRATIVE AGENT AND THE ASSIGNEE AND THAT THE LENDER MAKING SUCH
ASSIGNMENT NEED NOT BE A PARTY THERETO.
SECTION 2.17
LETTERS OF CREDIT.
(A)
GENERAL.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE BORROWER MAY