p.m. on the fifth Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders
and the Borrower unless, prior to such time, Lenders comprising the Required
Lenders have delivered to the Administrative Agent written notice that such
Required Lenders (A) in the case of an amendment to replace LIBOR with a rate
described in the foregoing clause (x) , object to the Adjustment; or (B) in the
case of an amendment to replace LIBOR with a rate described in the foregoing
clause (y), object to such
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT
LSC COMMUNICATIONS, INC.
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amendment; provided that for the avoidance of doubt, in the case of the
foregoing clause (A), the Required Lenders shall not be entitled to object to
any SOFR-Based Rate contained in any such amendment.
Such LIBOR Successor Rate
shall be applied in a manner consistent with market practice; provided that to
the extent such market practice is not administratively feasible for the
Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as
otherwise reasonably determined by the Administrative Agent.
(D)
IF NO LIBOR SUCCESSOR RATE HAS BEEN DETERMINED AND THE
CIRCUMSTANCES UNDER CLAUSE (C)(I) ABOVE EXIST OR THE SCHEDULED UNAVAILABILITY
DATE HAS OCCURRED (AS APPLICABLE), THE ADMINISTRATIVE AGENT WILL PROMPTLY SO
NOTIFY THE BORROWER AND EACH LENDER.
THEREAFTER, (I) THE OBLIGATION OF THE
LENDERS TO MAKE OR MAINTAIN EURODOLLAR LOANS SHALL BE SUSPENDED, (TO THE EXTENT
OF THE AFFECTED EURODOLLAR LOANS OR INTEREST PERIODS), AND (II) THE EURODOLLAR
RATE COMPONENT SHALL NO LONGER BE UTILIZED IN DETERMINING THE ALTERNATE BASE
RATE.
UPON RECEIPT OF SUCH NOTICE, THE BORROWER MAY REVOKE ANY PENDING REQUEST
FOR A BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR LOANS (TO THE
EXTENT OF THE AFFECTED EURODOLLAR LOANS OR INTEREST PERIODS) OR, FAILING THAT,
WILL BE DEEMED TO HAVE CONVERTED SUCH REQUEST INTO A REQUEST FOR A BORROWING OF
ABR LOANS (SUBJECT TO THE FOREGOING CLAUSE (II)) IN THE AMOUNT SPECIFIED
THEREIN.
(E)
NOTWITHSTANDING ANYTHING ELSE HEREIN, ANY DEFINITION OF LIBOR
SUCCESSOR RATE SHALL PROVIDE THAT IN NO EVENT SHALL SUCH LIBOR SUCCESSOR RATE BE
LESS THAN 1.00% FOR PURPOSES OF THIS AGREEMENT.
(F)
IN CONNECTION WITH THE IMPLEMENTATION OF A LIBOR SUCCESSOR
RATE, THE ADMINISTRATIVE AGENT WILL HAVE THE RIGHT TO MAKE LIBOR SUCCESSOR RATE
CONFORMING CHANGES FROM TIME TO TIME AND, NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN OR IN ANY OTHER LOAN DOCUMENT, ANY AMENDMENTS IMPLEMENTING SUCH
LIBOR SUCCESSOR RATE CONFORMING CHANGES WILL BECOME EFFECTIVE WITHOUT ANY
FURTHER ACTION OR CONSENT OF ANY OTHER PARTY TO THIS AGREEMENT; PROVIDED THAT,
WITH RESPECT TO ANY SUCH AMENDMENT EFFECTED, THE ADMINISTRATIVE AGENT SHALL POST
EACH SUCH AMENDMENT IMPLEMENTING SUCH LIBOR SUCCESSOR CONFORMING CHANGES TO THE
LENDERS REASONABLY PROMPTLY AFTER SUCH AMENDMENT BECOMES EFFECTIVE.
(G)
FOR PURPOSES HEREOF:
(I)
"LIBOR SUCCESSOR RATE CONFORMING CHANGES" MEANS, WITH RESPECT
TO ANY PROPOSED LIBOR SUCCESSOR RATE, ANY CONFORMING CHANGES TO THE DEFINITION
OF ALTERNATE BASE RATE, INTEREST PERIOD, TIMING AND FREQUENCY OF DETERMINING