EXCEPT THAT
INTEREST ACCRUED ON AND AFTER THE DATE OF PAYMENT BY ANY REVOLVING LENDER
PURSUANT TO PARAGRAPH (E) OF THIS SECTION TO REIMBURSE THE ISSUING BANK SHALL BE
FOR THE ACCOUNT OF SUCH REVOLVING LENDER TO THE EXTENT OF SUCH PAYMENT.
(I)
REPLACEMENT OF THE ISSUING BANK.
THE ISSUING BANK MAY BE
REPLACED AT ANY TIME BY WRITTEN AGREEMENT AMONG THE BORROWER, THE ADMINISTRATIVE
AGENT, THE REPLACED ISSUING BANK AND THE SUCCESSOR ISSUING BANK.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE REVOLVING LENDERS OF ANY SUCH REPLACEMENT
OF THE ISSUING BANK.
AT THE TIME ANY SUCH REPLACEMENT SHALL BECOME EFFECTIVE,
THE BORROWER SHALL PAY ALL UNPAID FEES ACCRUED FOR THE ACCOUNT OF THE REPLACED
ISSUING BANK PURSUANT TO SECTION 2.09(B).
FROM AND AFTER THE EFFECTIVE DATE OF
ANY SUCH REPLACEMENT, (I) THE SUCCESSOR ISSUING BANK SHALL HAVE ALL THE RIGHTS
AND OBLIGATIONS OF THE ISSUING BANK UNDER THIS AGREEMENT WITH RESPECT TO LETTERS
OF CREDIT TO BE ISSUED THEREAFTER AND (II) REFERENCES HEREIN TO THE TERM
"ISSUING BANK" SHALL BE DEEMED TO INCLUDE SUCH SUCCESSOR AND ANY PREVIOUS
ISSUING BANK, OR SUCH SUCCESSOR AND ALL PREVIOUS ISSUING BANKS, AS THE CONTEXT
SHALL REQUIRE.
AFTER THE REPLACEMENT OF THE ISSUING BANK HEREUNDER, THE
REPLACED ISSUING BANK SHALL REMAIN A PARTY HERETO AND SHALL CONTINUE TO HAVE ALL
THE RIGHTS AND OBLIGATIONS OF THE ISSUING BANK UNDER THIS AGREEMENT WITH RESPECT
TO LETTERS OF CREDIT ISSUED BY IT PRIOR TO SUCH REPLACEMENT, BUT SHALL NOT BE
REQUIRED TO ISSUE ADDITIONAL LETTERS OF CREDIT.
(J)
[RESERVED].
(K)
CASH COLLATERALIZATION.
IF ANY EVENT OF DEFAULT SHALL OCCUR
AND BE CONTINUING, ON THE BUSINESS DAY THAT THE BORROWER RECEIVES NOTICE FROM
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS DEMANDING THE DEPOSIT OF CASH
COLLATERAL PURSUANT TO THIS PARAGRAPH, THE BORROWER SHALL DEPOSIT IN AN AC-
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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COUNT WITH THE ADMINISTRATIVE AGENT (THE "COLLATERAL ACCOUNT"), IN THE NAME OF
THE ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF THE REVOLVING LENDERS, AN AMOUNT
IN DOLLARS EQUAL TO 102% OF THE LC EXPOSURE AS OF SUCH DATE PLUS ANY ACCRUED AND
UNPAID INTEREST THEREON.
SUCH DEPOSIT SHALL BE HELD BY THE ADMINISTRATIVE AGENT
AS COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS OF THE BORROWER
UNDER THIS AGREEMENT WITH RESPECT TO THE REVOLVING FACILITY.
IN ADDITION, AND
WITHOUT LIMITING THE FOREGOING OR CLAUSE (C) OF THIS SECTION 2.17, IF ANY LC
EXPOSURE REMAINS OUTSTANDING AFTER THE EXPIRATION DATE SPECIFIED IN SAID
CLAUSE (C), THE BORROWER SHALL IMMEDIATELY DEPOSIT INTO THE COLLATERAL ACCOUNT
AN AMOUNT IN DOLLARS IN CASH EQUAL TO 102% OF THE LC EXPOSURE AS OF SUCH DATE
PLUS ANY ACCRUED AND UNPAID INTEREST THEREON.
THE ADMINISTRATIVE AGENT SHALL
HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF
WITHDRAWAL, OVER THE COLLATERAL ACCOUNT.
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