RENEWAL OR EXTENSION).
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER OF CREDIT (OR
AN AMENDMENT TO A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF) AND WITHOUT
ANY FURTHER ACTION ON THE PART OF THE ISSUING BANK OR THE REVOLVING LENDERS, THE
ISSUING BANK HEREBY GRANTS TO EACH REVOLVING LENDER, AND EACH REVOLVING LENDER
HEREBY ACQUIRES FROM THE ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT
EQUAL TO SUCH REVOLVING LENDER'S REVOLVING COMMITMENT PERCENTAGE OF THE
AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
IN
CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING, EACH REVOLVING LENDER HEREBY
ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF THE ISSUING BANK, SUCH REVOLVING LENDER'S REVOLVING COMMITMENT
PERCENTAGE OF EACH LC DISBURSEMENT MADE BY THE ISSUING BANK AND NOT REIMBURSED
BY THE BORROWER ON THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR
OF ANY REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO THE BORROWER FOR ANY
REASON.
SUCH PAYMENT BY THE LENDERS SHALL BE MADE IN DOLLARS.
EACH REVOLVING
LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE PARTICIPATIONS
PURSUANT TO THIS PARAGRAPH IN RESPECT OF LETTERS OF CREDIT IS ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE WHATSOEVER,
INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR THE
OCCURRENCE AND CONTINUANCE OF A DEFAULT OR REDUCTION OR TERMINATION OF THE
REVOLVING COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY
OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
50
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Table of Contents
(E)
REIMBURSEMENT.
IF THE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT, THE BORROWER SHALL REIMBURSE SUCH
LC DISBURSEMENT BY PAYING TO THE ADMINISTRATIVE AGENT IN DOLLARS AN AMOUNT EQUAL
TO SUCH LC DISBURSEMENT NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE
DATE THAT SUCH LC DISBURSEMENT IS MADE, IF THE BORROWER SHALL HAVE RECEIVED
NOTICE OF SUCH LC DISBURSEMENT PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON SUCH
DATE, OR, IF SUCH NOTICE HAS NOT BEEN RECEIVED BY THE BORROWER PRIOR TO SUCH
TIME ON SUCH DATE, THEN NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE
BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE BORROWER RECEIVES SUCH
NOTICE; PROVIDED THAT IF SUCH LC DISBURSEMENT IS NOT LESS THAN $1,000,000, THE
BORROWER MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH HEREIN, REQUEST
IN ACCORDANCE WITH SECTION 2.03 THAT SUCH PAYMENT BE FINANCED WITH AN ABR
REVOLVING BORROWING IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED, THE
BORROWER'S OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED BY
THE RESULTING ABR REVOLVING BORROWING.
IF THE BORROWER FAILS TO MAKE SUCH
PAYMENT WHEN DUE, IN THE CASE OF EACH LC DISBURSEMENT, THE ADMINISTRATIVE AGENT
SHALL NOTIFY EACH REVOLVING LENDER OF THE APPLICABLE LC DISBURSEMENT, THE
PAYMENT THEN DUE FROM THE BORROWER IN RESPECT THEREOF AND SUCH REVOLVING
LENDER'S REVOLVING