INCURRED BY THE ISSUING
BANK IN CONNECTION WITH THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY
LETTER OF CREDIT OR ANY DEMAND FOR PAYMENT THEREUNDER AND (C) ALL REASONABLE,
DOCUMENTED, OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT, ANY
LENDER AND THE ISSUING BANK (BUT LIMITED IN THE CASE OF LEGAL EXPENSES TO THE
REASONABLE AND DOCUMENTED OUT-OF-POCKET FEES, CHARGES AND DISBURSEMENTS OF (X)
ONE PRIMARY COUNSEL AND ONE LOCAL COUNSEL IN EACH APPLICABLE JURISDICTION, IN
EACH CASE, FOR THE ADMINISTRATIVE AGENT, THE LENDERS AND THE ISSUING BANK, TAKEN
AS A WHOLE, AND (Y) IN THE CASE OF ANY ACTUAL OR PERCEIVED CONFLICT OF INTEREST,
ONE PRIMARY CONFLICTS COUNSEL AND ONE LOCAL CONFLICTS COUNSEL IN EACH APPLICABLE
JURISDICTION FOR ALL SIMILARLY AFFECTED PERSONS, TAKEN AS A WHOLE) IN CONNECTION
WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS (1) IN CONNECTION WITH THIS
AGREEMENT AND THE
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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OTHER LOAN DOCUMENTS, INCLUDING ITS RIGHTS UNDER THIS SECTION, OR (2) IN
CONNECTION WITH THE LOANS MADE OR LETTERS OF CREDIT ISSUED HEREUNDER, INCLUDING
ALL SUCH REASONABLE, DOCUMENTED, OUT-OF-POCKET EXPENSES INCURRED DURING ANY
WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF SUCH LOANS OR LETTERS OF
CREDIT, IN EACH CASE, SUBJECT TO RECEIPT BY THE BORROWER OF AN INVOICE.
(II)
THE BORROWER SHALL BE INVOICED MONTHLY FOR THE FEES AND
EXPENSES CONTEMPLATED BY THIS SECTION 9.04(A); PROVIDED NO FAILURE BY ANY
APPLICABLE PERSON TO PROVIDE ANY SUCH INVOICE ON A MONTHLY BASIS SHALL
CONSTITUTE A WAIVER OF ITS RIGHTS OR THE BORROWER'S OBLIGATIONS UNDER THIS
SECTION 9.04(A). ALL SUCH FEES AND EXPENSES SHALL BE PAID BY THE BORROWER ON THE
TENTH (10TH) BUSINESS DAY FOLLOWING DELIVERY OF THE APPLICABLE INVOICE;
PROVIDED, THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK, AS
APPLICABLE, SHALL PROVIDE COPIES OF EACH INVOICE TO THE UNITED STATES TRUSTEE
AND THE UNSECURED CREDITORS COMMITTEE IN THE CHAPTER 11 CASE AND ALLOW SUCH
PARTIES TEN (10) BUSINESS DAYS TO REVIEW AND OBJECT TO ANY SUCH INVOICE.
IN THE
EVENT THAT AN OBJECTION IS ASSERTED, THE BORROWER SHALL: (A) PAY THE UNDISPUTED
PORTION OF THE APPLICABLE FEES AND EXPENSES PURSUANT TO THE TERMS OF THIS
SECTION; AND (B) NOT BE REQUIRED TO PAY THE DISPUTED PORTION OF THE APPLICABLE
FEES AND EXPENSES UNTIL SUCH TIME AS THE BANKRUPTCY COURT AS MADE A
DETERMINATION REGARDING SUCH OBJECTION.
(B)
THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT (AND
ANY SUB-AGENT THEREOF), EACH LENDER AND THE ISSUING BANK, AND EACH RELATED PARTY
OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE")
AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND REASONABLE, DOCUMENTED, OUT-OF-POCKET RELATED EXPENSES
(INCLUDING THE REASONABLE AND DOCUMENTED FEES, CHARGES AND DISBURSEMENTS OF ANY
COUNSEL FOR ANY INDEMNITEE) THAT MAY BE INCURRED BY ANY INDEMNITEE OR ASSERTED
AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY THE BORROWER OR ANY OTHER LOAN
PARTY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT