anything to
the contrary herein, no Default or Event of Default will arise as a result of
any limitation or threshold set forth in Dollars being exceeded solely as a
result of changes in currency exchange rates.
ARTICLE II
The Credits
SECTION 2.01
COMMITMENTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, FROM TIME TO
TIME DURING THE REVOLVING COMMITMENT PERIOD, EACH REVOLVING LENDER SEVERALLY
AGREES TO MAKE TO THE BORROWER REVOLVING CREDIT LOANS DENOMINATED IN DOLLARS
("REVOLVING LOANS") IN AN AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT AT THE
TIME OF SUCH BORROWING IN THE AMOUNT OF SUCH LENDER'S OUTSTANDING REVOLVING
CREDIT EXCEEDING SUCH LENDER'S REVOLVING COMMITMENT; PROVIDED THAT (I) THE TOTAL
OUTSTANDING REVOLVING CREDITS OF ALL LENDERS SHALL NOT EXCEED (A) AT ANY TIME
PRIOR TO THE COMPLIANCE DATE, $72,500,000 OR (B) AT ANY TIME ON OR AFTER THE
COMPLIANCE DATE, THE TOTAL REVOLVING COMMITMENTS, AND (II) THE TOTAL REVOLVING
LOANS SHALL NOT EXCEED THE REVOLVING LOANS SUBLIMIT.
DURING THE REVOLVING
COMMITMENT PERIOD THE BORROWER MAY USE THE REVOLVING COMMITMENTS BY BORROWING,
PREPAYING THE REVOLVING LOANS IN WHOLE OR IN PART, AND REBORROWING, ALL IN
ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.
THE REVOLVING LOANS MAY FROM
TIME TO TIME BE EURODOLLAR LOANS OR ABR LOANS, AS DETERMINED BY THE BORROWER AND
NOTIFIED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTIONS 2.03 AND 2.05.
EACH REVOLVING LOAN UNDER THE REVOLVING COMMITMENTS SHALL BE MADE AS PART OF A
BORROWING CONSISTING OF REVOLVING LOANS MADE BY THE REVOLVING LENDERS THEREUNDER
RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE REVOLVING COMMITMENTS.
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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THE FAILURE OF ANY REVOLVING LENDER TO MAKE ANY REVOLVING LOAN REQUIRED TO BE
MADE BY IT SHALL NOT RELIEVE ANY OTHER REVOLVING LENDER OF ITS OBLIGATIONS
HEREUNDER; PROVIDED THAT THE REVOLVING COMMITMENTS OF THE REVOLVING LENDERS ARE
SEVERAL AND NO REVOLVING LENDER SHALL BE RESPONSIBLE FOR ANY OTHER REVOLVING
LENDER'S FAILURE TO MAKE REVOLVING LOANS AS REQUIRED.
(B)
[RESERVED].
(C)
AT THE COMMENCEMENT OF EACH INTEREST PERIOD FOR ANY
EURODOLLAR BORROWING, SUCH BORROWING SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT
THAT IS AN INTEGRAL MULTIPLE OF $500,000 AND NOT LESS THAN $1,000,000.
AT THE
TIME THAT EACH ABR BORROWING IS MADE, SUCH BORROWING SHALL BE IN AN AGGREGATE
PRINCIPAL AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $500,000 AND NOT LESS THAN
$1,000,000; PROVIDED THAT AN ABR BORROWING MAY BE IN AN AGGREGATE PRINCIPAL
AMOUNT THAT IS EQUAL TO THE ENTIRE UNUSED BALANCE OF THE APPLICABLE OUTSTANDING
COMMITMENT.
BORROWINGS OF MORE THAN ONE TYPE MAY BE OUTSTANDING AT THE SAME
TIME; PROVIDED THAT THERE SHALL NOT AT ANY TIME BE MORE THAN A TOTAL OF 10
EURODOLLAR BORROWINGS OUTSTANDING.
SECTION 2.02
[RESERVED].
SECTION 2.03
PROCEDURE FOR BORROWING.
(A)
TO REQUEST A REVOLVING BORROWING ON ANY BUSINESS DAY, THE
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH REQUEST (X) IN THE CASE
OF ABR LOANS, BY TELEPHONE OR COMMITTED LOAN NOTICE (WHICH NOTICE MUST BE
RECEIVED BY THE ADMINISTRATIVE