REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF
SUCH OBLIGATIONS AND (C) THE BORROWER, THE ADMINISTRATIVE AGENT AND THE OTHER
LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
ANY AGREEMENT OR INSTRUMENT PURSUANT TO WHICH A
LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN
THE SOLE RIGHT TO ENFORCE THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO
APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS; PROVIDED THAT SUCH AGREEMENT OR INSTRUMENT MAY
PROVIDE THAT SUCH LENDER WILL NOT, WITHOUT THE CONSENT OF THE PARTICIPANT, AGREE
TO ANY AMENDMENT, MODIFICATION OR WAIVER DESCRIBED IN THE FIRST PROVISO TO
SECTION 9.02(B) OR THE FIRST PROVISO TO SECTION 9.03(B) THAT AFFECTS SUCH
PARTICIPANT.
SUBJECT TO PARAGRAPH
(C)(II) OF THIS SECTION, THE BORROWER AGREES
THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.12, 2.13
AND 2.14 (SUBJECT TO THE REQUIREMENTS AND LIMITATIONS OF SUCH SECTIONS; PROVIDED
THAT ANY DOCUMENTATION REQUIRED TO BE PROVIDED PURSUANT TO SECTION 2.14(E) SHALL
BE PROVIDED SOLELY TO THE PARTICIPATING LENDER) TO THE SAME EXTENT AS IF IT WERE
A LENDER AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO PARAGRAPH (B)
OF THIS SECTION. TO THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE
ENTITLED TO THE BENEFITS OF SECTION 9.09 AS THOUGH IT WERE A LENDER; PROVIDED
THAT SUCH PARTICIPANT AGREES TO BE SUBJECT TO SECTION 2.15(E) AS THOUGH IT WERE
A LENDER. EACH LENDER THAT SELLS A PARTICIPATION SHALL, ACTING SOLELY FOR THIS
PURPOSE AS A NON-FIDUCIARY AGENT OF THE BORROWER, MAINTAIN A REGISTER ON WHICH
IT ENTERS THE NAME AND ADDRESS OF EACH PARTICIPANT AND THE PRINCIPAL AMOUNTS
(AND RELATED INTEREST) OF EACH PARTICIPANT'S INTEREST IN THE LOANS OR OTHER
OBLIGATIONS UNDER THE LOAN DOCUMENTS (THE "PARTICIPANT REGISTER"); PROVIDED THAT
NO LENDER SHALL HAVE ANY OBLIGATION TO DISCLOSE ALL OR ANY PORTION OF THE
PARTICIPANT REGISTER (INCLUDING THE IDENTITY OF ANY PARTICIPANT OR ANY
INFORMATION RELATING TO A PAR-
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC
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TICIPANT'S INTEREST IN ANY COMMITMENTS, LOANS, LETTERS OF CREDIT OR ITS OTHER
OBLIGATIONS UNDER ANY LOAN DOCUMENT) TO ANY PERSON EXCEPT TO THE EXTENT THAT
SUCH DISCLOSURE IS NECESSARY IN CONNECTION WITH A TAX AUDIT OR OTHER PROCEEDING
OR OTHER GOVERNMENTAL INQUIRY TO ESTABLISH THAT SUCH COMMITMENT, LOAN, LETTER OF
CREDIT OR OTHER OBLIGATION IS IN REGISTERED FORM UNDER SECTION 5F.103-1(C) OF
THE UNITED STATES TREASURY REGULATIONS.
THE ENTRIES IN THE PARTICIPANT REGISTER
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR, AND THE PARTIES HERETO SHALL TREAT
EACH PERSON WHOSE NAME IS RECORDED IN THE PARTICIPANT REGISTER AS THE OWNER OF
SUCH PARTICIPATION FOR ALL PURPOSES OF THIS AGREEMENT NOTWITHSTANDING ANY NOTICE
TO THE CONTRARY.
(ii)
A Participant shall not be entitled to receive any greater
payment under Section 2.12 or
2.14 than the applicable