Common use of Non-Extending Lenders Clause in Contracts

Non-Extending Lenders. Unless a Non-Extending Lender extends the maturity date of its Commitment from April 28, 2025 to the then-current Revolving Loan Termination Date of the other Lenders that are not Non-Extending Lenders by written notice to Borrower and Administrative Agent prior to April 27, 2024, Borrower shall be required to repay the entire outstanding principal amount of, and all accrued but unpaid interest, on the Revolving Loans owing to such Non-Extending Lender on April 28, 2025 (together with any fees on such Revolving Loans accrued to the date of such repayment, including but not limited to any applicable compensation due in accordance with Section 5.4) and such Non-Extending Lender’s Commitment as of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate Commitments. For avoidance of doubt, any payment made by the Borrower to a Non-Extending Lender pursuant to the preceding sentence shall not be applied pro rata pursuant to Section 3.2 of this Agreement. Upon such reduction in the aggregate Commitments, (i) Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to such reduction in the aggregate Commitments, the amount of such Revolving Loans owing to each Lender and the amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages of the Lenders.

Non-Extending Lenders. Unless a On the Maturity Date applicable to any Non-Extending Lender, (i) the Commitment of such Non-Extending Lender extends shall automatically terminate and (ii) the maturity date Borrower shall repay all outstanding Loans of its Commitment from April 28, 2025 to the then-current Revolving Loan Termination Date of the other Lenders that are not such Non-Extending Lenders by written notice to Borrower and Administrative Agent prior to April 27, 2024, Borrower shall be required to repay the entire outstanding principal amount of, and Lender in accordance with Section 2.05 (together with all accrued but unpaid interest, on the Revolving Loans other Obligations then owing to such Non-Extending Lender on April 28, 2025 (together in accordance with any fees on such Revolving Loans accrued to the date this Agreement in respect of such repaymentLoans) (the “Non-Extended Lender Payment Amount”) and shall, including but not limited to any applicable compensation due in accordance with Section 5.4) 2.04, prepay any Loans outstanding on such date and Cash Collateralize outstanding Letters of Credit, in each case, solely to the extent that after giving effect to such termination, the Total Outstandings would exceed the Aggregate Commitments; provided that, to the extent that, after giving effect to termination of the Commitment of such Non-Extending Lender’s Commitment , the Aggregate Commitments would exceed the Total Outstandings at such time by an amount at least equal to the Non-Extended Lender Payment Amount, the Borrower shall be deemed to have requested Loans from the Extending Lenders subject to providing notice in accordance with Section 2.02 of this Agreement, and the Extending Lenders shall fund, an amount equal to the Non-Extended Lender Payment Amount (as specified in the notice of borrowing as provided under Section 2.02) and the Administrative Agent shall distribute the proceeds of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate CommitmentsLoans to such Non-Extending Lender. For avoidance of doubt, any payment made by the Borrower to a Any Non-Extending Lender pursuant may elect to become an Extending Lender by written agreement with the Borrower and the Administrative Agent (and without requiring the consent of any other Lender). This Section 2.15 shall supersede any provisions in Section 2.10 and 2.11 of this Agreement to the preceding sentence shall not be applied pro rata pursuant to contrary. k. Section 3.2 of this Agreement. Upon such reduction in the aggregate Commitments, (i) Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to such reduction in the aggregate Commitments, the amount of such Revolving Loans owing to each Lender and the amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages 7.10 of the LendersCredit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”.

Non-Extending Lenders. Unless If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrower shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrower may, if it so elects, designate a Non-Extending Person not theretofore a Lender extends and acceptable to the maturity Administrative Agent to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.01(c), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of its termination of any Lender’s Commitment from April 28as contemplated by this subsection (d), 2025 to the then-current Revolving Loan Termination Date respective participations of the other Lenders that are not Non-Extending Lenders by written notice to Borrower and Administrative Agent prior to April 27, 2024, Borrower shall be required to repay the entire in all outstanding principal amount of, and all accrued but unpaid interest, on the Revolving Loans owing to such Non-Extending Lender on April 28, 2025 (together with any fees on such Revolving Loans accrued to the date of such repayment, including but not limited to any applicable compensation due in accordance with Section 5.4) and such Non-Extending Lender’s Commitment as of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate Commitments. For avoidance of doubt, any payment made by the Borrower to a Non-Extending Lender pursuant to the preceding sentence shall not be applied pro rata pursuant to Section 3.2 of this Agreement. Upon such reduction in the aggregate Commitments, (i) Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding shall be redetermined on the basis of their respective Commitments after giving effect to such reduction in the aggregate Commitmentstermination, the amount of such Revolving Loans owing to each Lender and the amount participation therein of Letter the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit Liabilities applicable to each Lender within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages of the Lendersconditioned upon its having done so.

Non-Extending Lenders. Unless If the rights and obligations of a Non-Extending Lender extends under the maturity date of its Commitment from April 28, 2025 to the then-current Revolving Loan Termination Date of the other Lenders that Documents are not assigned in accordance with Section 3.12(e)(i) or the Loan Indebtedness of a Non-Extending Lenders by written notice Lender is not repaid in accordance with Section 3.12(e)(ii), then such Non-Extending Lender shall continue to be obliged to make its Lender’s Proportion of Borrowings available to the Borrower and Administrative Agent on a revolving basis prior to April 27, 2024, Borrower the Maturity Date applicable to its Commitments and on such date: (i) the Commitments of such Non-Extending Lender shall be required to repay the entire outstanding principal amount of, automatically cancelled and all accrued but unpaid interest, on the Revolving Loans Loan Indebtedness then owing to such Non-Extending Lender on April 28hereunder shall be repaid in full; and (ii) the Total Syndicated Commitment shall be deemed to be reduced by the amount of such cancelled Syndicated Commitment; provided that, 2025 notwithstanding Section 3.12(e) or any other provision herein, at any time prior to such Maturity Date, the Borrower may require any Non-Extending Lender to assign all or (together with any fees on such Revolving Loans accrued subject to Section 15.9(a)) a portion of its rights and obligations under the Credit Facility in the same manner and subject to the date same procedures as are contemplated in Section 3.12(e)(i) above and, upon such assignment becoming effective, each assignee shall be deemed to be an Extending Lender and the Maturity Date applicable to the Assigned Interests shall be extended to the Maturity Date applicable to the Commitments of such repaymentthe Extending Lenders; and provided, including further, that where the proposed Assigned Interests are less than the aggregate Commitments of all of the Non-Extending Lenders, the Borrower shall ensure that the Commitments of all (but not limited less than all) of the Non-Extending Lenders are assigned or cancelled either (A) by requiring some or all of the Non-Extending Lenders to any applicable compensation due in accordance with Section 5.4) (and such Non-Extending Lender’s Commitment Lender shall thereupon become obligated to) assign to the proposed assignee or assignees the same proportion of their respective Commitments as their respective Commitments bear to the aggregate Commitments of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate Commitments. For avoidance of doubt, any payment made by the Borrower to a all Non-Extending Lender pursuant Lenders or (B) if no Default or Event of Default then exists, by repaying to some or all of the Non-Extending Lenders all Loan Indebtedness owing hereunder to the preceding sentence shall not be applied pro rata pursuant to Section 3.2 of this Agreement. Upon such reduction Non-Extending Lenders in the aggregate Commitments, (isame manner as is contemplated in Section 3.12(e)(ii) Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to such reduction in the aggregate Commitments, the amount of such Revolving Loans owing to each Lender and the amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages of the Lendersabove.

Non-Extending Lenders. Unless If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment(s), (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrower shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrower may, if it so elects, designate a Non-Extending Person not theretofore a Lender extends and acceptable to the maturity Administrative Agent to become a Lender, or agree with an existing Lender that such Lender’s Commitment(s) shall be increased, provided that any designation or agreement may not increase the aggregate amount of the Commitments of any Class. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.01(d), such existing Lender shall have a Commitment(s) as therein set forth or such other Person shall become a Lender with a Commitment(s) as therein set forth and all the rights and obligations of a Lender with such a Commitment(s) hereunder. On the date of its termination of any Lender’s Old Commitment from April 28as contemplated by this subsection (e), 2025 to the then-current Revolving Loan Termination Date respective participations of the other Lenders that are not Non-Extending Lenders by written notice to Borrower and Administrative Agent prior to April 27, 2024, Borrower shall be required to repay the entire in all outstanding principal amount of, and all accrued but unpaid interest, on the Revolving Loans owing to such Non-Extending Lender on April 28, 2025 (together with any fees on such Revolving Loans accrued to the date of such repayment, including but not limited to any applicable compensation due in accordance with Section 5.4) and such Non-Extending Lender’s Commitment as of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate Commitments. For avoidance of doubt, any payment made by the Borrower to a Non-Extending Lender pursuant to the preceding sentence shall not be applied pro rata pursuant to Section 3.2 of this Agreement. Upon such reduction in the aggregate Commitments, (i) Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding shall be redetermined on the basis of their respective Old Commitments after giving effect to such reduction in the aggregate Commitmentstermination, the amount of such Revolving Loans owing to each Lender and the amount participation therein of Letter the Lender whose Old Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit Liabilities applicable to each Lender within the limits of the Old Commitments which are not terminated, prepay on such date a portion of the outstanding Old Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages of the Lendersconditioned upon its having done so.

Non-Extending Lenders. Unless a any Non-Extending Lender extends the maturity date of its Commitment from April 28August 10, 2025 2026 to the then-current Revolving Loan Termination Date of the other Lenders that are not a Non-Extending Lenders Lender by written notice to the Borrower and the Administrative Agent prior to April 27August 9, 20242025, the Borrower shall be required to repay pay the entire outstanding principal amount of, and all accrued but unpaid interest, on the Revolving Loans owing Purchase Price to such each Non-Extending Lender on April 28August 10, 2025 (together with any fees on such Revolving Loans accrued to the date of such repayment2026, including but not limited to any applicable compensation due in accordance with Section 5.4) and such Non-Extending Lender’s Commitment as of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate CommitmentsCommitments and, once the Purchase Price has been paid to such Non-Extending Lender, the Revolving Loans owing to such Non-Extending Lender shall be deemed fully paid and discharged. For the avoidance of doubt, any payment made by the Borrower to a any Non-Extending Lender Lenders pursuant to the preceding sentence shall not be applied pro rata pursuant to Section 3.2 of this Agreement, and the failure to pay any such amount shall be deemed an immediate Event of Default hereunder. Upon such reduction in the aggregate Commitments, (i) the Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to such reduction in the aggregate Commitments, the amount of such Revolving Loans owing to each Lender and the amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by the Administrative Agent to reflect the new Commitment percentages of the Lenders.

Non-Extending Lenders. Unless a Non-Extending Lender extends If the maturity date Required Lenders have agreed (in their sole and absolute discretion) to so extend the Revolving Termination Date, the Administrative Agents shall notify the Borrowers of its Commitment from April 28such election by such Required Lenders no later than 15 days prior to such Revolving Termination Date, 2025 and upon receipt of such notice Thomson shall promptly inform the Administrative Agents whether or not it wishes to extend the Revolving Termination Date with respect to the then-current Commitments of the Extending Lenders. In the event that Thomson elects to accept the Extending Lenders’ offer to extend the Revolving Loan Termination Date, the Revolving Termination Date with respect to such Extending Lenders shall be so extended through May 21, 2009. Notwithstanding the preceding sentence, no Extension will be permitted under this Section 2.19 if (a) Thomson has selected the Term-Out Maturity Date pursuant to Section 2.06(c)(ii) or (b) if a Thomson Learning Disposition occurs before the date on which Thomson delivers the Extension Request, unless the Borrowers shall have used the Net Asset Sale Proceeds thereof to prepay Loans and permanently reduce the Commitments until the total aggregate amount of the other Lenders that are then outstanding Loans and Commitments shall not Non-Extending Lenders by written notice exceed £2,500,000,000. Upon the delivery of an Extension Notice and upon the extension of the Revolving Termination Date pursuant to Borrower and Administrative Agent prior to April 27this Section 2.19, 2024, Borrower the Borrowers shall be required deemed to repay the entire outstanding principal amount of, have represented and all accrued but unpaid interest, warranted on the Revolving Loans owing to such Non-Extending Lender on April 28, 2025 (together with any fees on such Revolving Loans accrued to and as of the date of such repayment, including but not limited to any applicable compensation due in accordance with Section 5.4) Extension Notice and such Non-Extending Lender’s Commitment as the effective date of such date shall be terminatedextension, thereby resulting as the case may be, that no Event of Default has occurred and is continuing. Notwithstanding anything contained in a corresponding reduction of aggregate Commitments. For avoidance of doubt, any payment made by the Borrower to a Non-Extending Lender pursuant this Agreement to the preceding sentence contrary, no Lender shall not be applied pro rata pursuant have any obligation to extend the Revolving Termination Date under this Section 3.2 of this Agreement. Upon such reduction in the aggregate Commitments2.19, (i) Administrative Agent shall promptly provide to and each Lender a new Schedule I may at its option, unconditionally and without cause, decline to extend the Revolving Termination Date under this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to such reduction in the aggregate Commitments, the amount of such Revolving Loans owing to each Lender and the amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages of the LendersSection 2.19.

Non-Extending Lenders. Unless a Non-Extending Lender extends the maturity date of its Commitment from April 28, 2025 20252028 to the then-current Revolving Loan Termination Date of the other Lenders that are not Non-Extending Lenders by written notice to Borrower and Administrative Agent prior to April 27, 202420242027, Borrower shall be required to repay the entire outstanding principal amount of, and all accrued but unpaid interest, on the Revolving Loans owing to such Non-Extending Lender on April 28, 2025 20252028 (together with any fees on such Revolving Loans accrued to the date of such repayment, including but not limited to any applicable compensation due in accordance with Section 5.4) and such Non-Extending Lender’s Commitment as of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate Commitments. For avoidance of doubt, any payment made by the Borrower to a Non-Extending Lender pursuant to the preceding sentence shall not be applied pro rata pursuant to Section 3.2 of this Agreement. Upon such reduction in the aggregate Commitments, (i) Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to such reduction in the aggregate Commitments, the amount of such Revolving Loans owing to each Lender and the amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages of the Lenders.