RATES AND MAKING PAYMENTS OF INTEREST AND OTHER TECHNICAL, ADMINISTRATIVE OR
OPERATIONAL MATTERS AS MAY BE APPROPRIATE, IN THE DISCRETION OF THE
ADMINISTRATIVE AGENT, TO REFLECT THE ADOPTION AND IMPLEMENTATION OF SUCH LIBOR
SUCCESSOR RATE AND TO PERMIT THE ADMINISTRATION THEREOF BY THE ADMINISTRATIVE
AGENT IN A MANNER SUBSTANTIALLY CONSISTENT WITH MARKET PRACTICE (OR, IF THE
ADMINISTRATIVE AGENT DETERMINES THAT ADOPTION OF ANY PORTION OF SUCH MARKET
PRACTICE IS NOT ADMINISTRATIVELY FEASIBLE OR THAT NO MARKET PRACTICE FOR THE
ADMINISTRATION OF SUCH LIBOR SUCCESSOR RATE EXISTS, IN SUCH OTHER MANNER OF
ADMINISTRATION AS THE ADMINISTRATIVE AGENT DETERMINES IS REASONABLY NECESSARY IN
CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT);
(II)
"RELEVANT GOVERNMENTAL BODY" MEANS THE FEDERAL RESERVE BOARD
AND/OR THE FEDERAL RESERVE BANK OF NEW YORK, OR A COMMITTEE OFFICIALLY ENDORSED
OR CONVENED BY THE FEDERAL RESERVE BOARD AND/OR THE FEDERAL RESERVE BANK OF NEW
YORK FOR THE PURPOSE OF RECOMMENDING A BENCHMARK RATE TO REPLACE LIBOR IN LOAN
AGREEMENTS SIMILAR TO THIS AGREEMENT;
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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(III)
"SOFR" WITH RESPECT TO ANY DAY MEANS THE SECURED OVERNIGHT
FINANCING RATE PUBLISHED FOR SUCH DAY BY THE FEDERAL RESERVE BANK OF NEW YORK,
AS THE ADMINISTRATOR OF THE BENCHMARK (OR A SUCCESSOR ADMINISTRATOR) ON THE
FEDERAL RESERVE BANK OF NEW YORK'S WEBSITE AND THAT HAS BEEN SELECTED OR
RECOMMENDED BY THE RELEVANT GOVERNMENTAL BODY;
(IV)
"SOFR-BASED RATE" MEANS SOFR OR TERM SOFR; AND
(V)
"TERM SOFR" MEANS THE FORWARD-LOOKING TERM RATE FOR ANY
PERIOD THAT IS APPROXIMATELY (AS DETERMINED BY THE ADMINISTRATIVE AGENT) AS LONG
AS ANY OF THE INTEREST PERIOD OPTIONS SET FORTH IN THE DEFINITION OF "INTEREST
PERIOD" AND THAT IS BASED ON SOFR AND THAT HAS BEEN SELECTED OR RECOMMENDED BY
THE RELEVANT GOVERNMENTAL BODY ,IN EACH CASE AS PUBLISHED ON AN INFORMATION
SERVICE AS SELECTED BY THE ADMINISTRATIVE AGENT FROM TIME TO TIME IN ITS
REASONABLE DISCRETION.
SECTION 2.12
INCREASED COSTS.
(A)
IF ANY CHANGE IN LAW SHALL:
(I)
IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN, INSURANCE CHARGE OR SIMILAR REQUIREMENT AGAINST ASSETS
OF, DEPOSITS WITH OR FOR THE ACCOUNT OF, OR CREDIT EXTENDED BY, ANY LENDER
(INCLUDING ANY RESERVE FOR EUROCURRENCY FUNDING THAT MAY BE ESTABLISHED OR
REESTABLISHED UNDER REGULATION D OF THE BOARD);
(II)
IMPOSE ON ANY LENDER (INCLUDING THE ISSUING BANK) ANY TAXES
OTHER THAN (A) INDEMNIFIED TAXES OR OTHER TAXES ADDRESSED UNDER SECTION 2.14 OR
(B) EXCLUDED TAXES; OR
(III)
IMPOSE ON ANY LENDER OR THE LONDON INTERBANK MARKET ANY
OTHER CONDITION AFFECTING THIS AGREEMENT OR LOANS MADE BY OR PARTICIPATIONS HELD
BY SUCH LENDER;
and the result of any of the foregoing shall be to increase the cost to such
Lender of making, continuing, converting into or maintaining any Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or the Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any