defined
in California Code of Civil Procedure Section 1281.8 shall be heard and
determined by the court, and (b) without limiting the generality of
Section 9.04, the Borrower shall be solely responsible to pay all fees and
expenses of any referee appointed in such action or proceeding.
Section 9.21 ABL Intercreditor Agreement.
(a) EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT (AND
EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER LENDER (AND EACH OF THEIR
SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE ABL INTERCREDITOR AGREEMENT, WHICH
IN CERTAIN CIRCUMSTANCES MAY REQUIRE (AS MORE FULLY PROVIDED THEREIN) THE TAKING
OF CERTAIN ACTIONS BY THE LENDERS.
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(b) THE PROVISIONS OF THIS SECTION 9.21 ARE NOT INTENDED TO SUMMARIZE OR FULLY
DESCRIBE THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT. REFERENCE MUST BE
MADE TO THE ABL INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND
CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND
REVIEW OF THE ABL INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF,
AND NO AGENT OR ANY OF AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO
THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ABL
INTERCREDITOR AGREEMENT. A COPY OF THE ABL INTERCREDITOR AGREEMENT MAY BE
OBTAINED FROM THE ADMINISTRATIVE AGENT.
[Remainder of page intentionally left blank.]
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WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized officers as of the day and year first written above.
R. R. DONNELLEY & SONS COMPANY
By:
/s/ Terry Peterson
Name: Terry Peterson
Title:
Executive Vice President and
Chief Financial Officer
[Signature Page to Credit Agreement]
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
/s/ Vikas Singh
Name: Vikas Singh
Title: Director
BANK OF AMERICA, N.A., as a Lender
By:
/s/ Vikas Singh
Name: Vikas Singh
Title: Director
[Signature Page to Credit Agreement]
EXHIBIT A
FORM OF
ASSIGNMENT AND ASSUMPTION
Reference is made to the Credit Agreement, dated as of October 15, 2018, (as
amended, supplemented or otherwise modified from time to time prior to the date
hereof, the "Credit Agreement"), among R.R. Donnelley & Sons Company, a Delaware
corporation (the "Borrower"), the Lenders party thereto, Bank of America, N.A.,
as administrative agent for the Lenders (in such capacity, the "Administrative
Agent") and the other parties thereto. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
[The][Each] Assignor identified on Schedule 1 hereto ([the][each, an]
"Assignor") and [the][each] Assignee identified on Schedule 1 hereto
([the][each, an] "Assignee") agree as follows:
1. [The][Each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], without recourse to [the][each] Assignor,
and [the][each] Assignee hereby irrevocably purchases and assumes from such
Assignor, without recourse to [the][such] Assignor, as of the Effective Date (as
defined below), the interest described in Schedule 1 hereto (the "Assigned
Interest"), in and to [the][such] Assignor's rights and obligations under the
Credit Agreement with respect to