REVOLVING COMMITMENTS SHALL BE AUTOMATICALLY AND
PERMANENTLY REDUCED UPON THE APPLICATION OF ANY NET PROCEEDS IN ACCORDANCE WITH
SECTION 2.08(C) (OTHER THAN AS EXPRESSLY SET FORTH THEREIN), IN EACH CASE, BY AN
AMOUNT EQUAL TO THE AMOUNT OF SUCH NET PROCEEDS SO APPLIED.
(C)
THE TOTAL REVOLVING COMMITMENTS SHALL TERMINATE UPON THE
OCCURRENCE OF THE MATURITY DATE.
SECTION 2.07
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
ANY LENDER MAY REQUEST THAT LOANS MADE BY IT BE EVIDENCED BY
A PROMISSORY NOTE.
IN SUCH EVENT, THE BORROWER SHALL PREPARE, EXECUTE AND
DELIVER TO SUCH LENDER A PROMISSORY NOTE PAYABLE TO THE ORDER OF SUCH LENDER
(OR, IF REQUESTED BY SUCH LENDER, TO SUCH LENDER AND ITS REGISTERED ASSIGNS) AND
IN A FORM APPROVED BY THE ADMINISTRATIVE AGENT.
THEREAFTER, THE LOANS EVIDENCED
BY SUCH PROMISSORY NOTE AND INTEREST THEREON SHALL AT ALL TIMES (INCLUDING AFTER
ASSIGNMENT PURSUANT TO SECTION 9.05) BE REPRESENTED BY ONE OR MORE PROMISSORY
NOTES IN SUCH FORM PAYABLE TO THE ORDER OF THE PAYEE NAMED THEREIN (OR, IF SUCH
PROMISSORY NOTE IS A REGISTERED NOTE, TO SUCH PAYEE AND ITS REGISTERED ASSIGNS).
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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(B)
THE BORROWER UNCONDITIONALLY PROMISES TO PAY THE THEN UNPAID
PRINCIPAL AMOUNT OF EACH REVOLVING LOAN ON THE MATURITY DATE.
(C)
[RESERVED].
(D)
[RESERVED].
(E)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL
PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWER TO
SUCH LENDER RESULTING FROM EACH LOAN MADE BY SUCH LENDER, INCLUDING THE AMOUNTS
OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME
HEREUNDER.
(F)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH
IT SHALL RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, TYPE THEREOF AND THE
INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST
DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE BORROWER TO EACH LENDER
HEREUNDER AND (III) THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT
HEREUNDER FOR THE ACCOUNT OF THE RELEVANT LENDERS AND EACH RELEVANT LENDER'S
SHARE THEREOF.
(G)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO
PARAGRAPH (E) OR (F) OF THIS SECTION SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR
OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS RECORDED THEREIN; PROVIDED THAT
THE FAILURE OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO MAINTAIN SUCH ACCOUNTS
OR ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATION OF THE
BORROWER TO REPAY THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
SECTION 2.08
PREPAYMENTS.
(A)
(I)
THE BORROWER MAY AT ANY TIME AND FROM TIME
TO TIME PREPAY LOANS, IN WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY (EXCEPT AS
SPECIFICALLY PROVIDED IN THE PROVISO OF THIS SENTENCE), UPON DELIVERY OF A
NOTICE OF LOAN PREPAYMENT TO THE ADMINISTRATIVE AGENT NO LATER THAN 12:00 NOON,
NEW YORK CITY TIME, NOT LESS THAN THREE BUSINESS DAYS PRIOR THERETO, IN THE CASE
OF EURODOLLAR LOANS, NO LATER THAN 12:00