Common use of Non-Extending Lenders Clause in Contracts

Non-Extending Lenders. On the Maturity Date applicable to any Non-Extending Lender, (i) the Commitment of such Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay all outstanding Loans of such Non-Extending Lender in accordance with Section 2.05 (together with all other Obligations then owing to such Non-Extending Lender in accordance with this Agreement in respect of such Loans) (the “Non-Extended Lender Payment Amount”) and shall, in accordance with Section 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, 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 Loans to such Non-Extending Lender. Any Non-Extending Lender 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 contrary. k. Section 7.10 of the Credit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”.

Non-Extending Lenders. On the Maturity Date applicable to any Non-Extending Lender, (i) the Commitment of such Unless a Non-Extending Lender shall automatically terminate and (ii) extends the Borrower shall repay all outstanding Loans maturity date of such its Commitment from April 28, 2025 to the then-current Revolving Loan Termination Date of the other Lenders that are not Non-Extending Lender in accordance with Section 2.05 (together with 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 other Obligations then accrued but unpaid interest, on the Revolving Loans owing to such Non-Extending Lender in accordance on April 28, 2025 (together with this Agreement in respect any fees on such Revolving Loans accrued to the date of such Loans) (the “Non-Extended Lender Payment Amount”) and shallrepayment, including but not limited to any applicable compensation due in accordance with Section 2.04, prepay any Loans outstanding on 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 Cash Collateralize outstanding (ii) in the event there are any Revolving Loans and/or Letters of Credit, in each case, solely to the extent that Credit outstanding after giving effect to such terminationreduction in the aggregate Commitments, the Total Outstandings would exceed amount of such Revolving Loans owing to each Lender and the Aggregate Commitments; provided that, amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by Administrative Agent to reflect the extent that, after giving effect to termination new Commitment percentages of the Commitment of such Non-Extending Lender, 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 Loans to such Non-Extending Lender. Any Non-Extending Lender 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 contraryLenders. k. Section 7.10 of the Credit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”.

Non-Extending Lenders. On Unless any Non-Extending Lender extends the Maturity maturity date of its Commitment from August 10, 2026 to the then-current Revolving Loan Termination Date applicable of the other Lenders that are not a Non-Extending Lender by written notice to any the Borrower and the Administrative Agent prior to August 9, 2025, the Borrower shall be required to pay the Purchase Price to each Non-Extending Lender on August 10, 2026, such Non-Extending Lender’s Commitment as of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate Commitments and, once the Purchase Price has been paid to such Non-Extending Lender, (i) the Commitment of such Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay all outstanding Revolving Loans of such Non-Extending Lender in accordance with Section 2.05 (together with all other Obligations then owing to such Non-Extending Lender in accordance with this Agreement in respect shall be deemed fully paid and discharged. For the avoidance of such Loans) (doubt, any payment made by the “Non-Extended Lender Payment Amount”) and shall, in accordance with Section 2.04, prepay Borrower to 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, the Aggregate Commitments would exceed the Total Outstandings at such time by an amount at least equal Lenders pursuant to the Non-Extended Lender Payment Amount, the Borrower preceding sentence shall not be deemed applied pro rata pursuant to have requested Loans from the Extending Lenders subject to providing notice in accordance with Section 2.02 3.2 of this Agreement, and the Extending Lenders failure to pay any such amount shall fund, be deemed an amount equal to the Non-Extended Lender Payment Amount (as specified immediate Event of Default hereunder. Upon such reduction in the notice of borrowing as provided under Section 2.02aggregate Commitments, (i) and the Administrative Agent shall distribute promptly provide to each Lender a new Schedule I to this Agreement reflecting the proceeds 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 such Non-Extending Lender. Any Non-Extending each Lender may elect and the amount of Letter of Credit Liabilities applicable to become an Extending each Lender shall be appropriately adjusted by written agreement with the Borrower and the Administrative Agent (and without requiring to reflect 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 contrary. k. Section 7.10 new Commitment percentages of the Credit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”Lenders.

Non-Extending Lenders. On If the 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 such election by such Required Lenders no later than 15 days prior to such Revolving Termination Date, 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 Commitments of the Extending Lenders. In the event that Thomson elects to accept the Extending Lenders’ offer to extend the Revolving 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 applicable pursuant to any Non-Extending LenderSection 2.06(c)(ii) or (b) if a Thomson Learning Disposition occurs before the date on which Thomson delivers the Extension Request, (i) unless the Commitment Borrowers shall have used the Net Asset Sale Proceeds thereof to prepay Loans and permanently reduce the Commitments until the total aggregate amount of such Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay all then outstanding Loans and Commitments shall not exceed £2,500,000,000. Upon the delivery of such Non-Extending Lender in accordance with an Extension Notice and upon the extension of the Revolving Termination Date pursuant to this Section 2.05 (together with all other Obligations then owing to such Non-Extending Lender in accordance with this Agreement in respect of such Loans) (the “Non-Extended Lender Payment Amount”) and shall, in accordance with Section 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 termination2.19, 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, 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 Borrowers shall be deemed to have requested Loans from represented and warranted on and as of the Extending Lenders subject to providing notice in accordance with Section 2.02 date of this Agreement, such Extension Notice 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 effective date of such Loans to such Non-Extending Lenderextension, as the case may be, that no Event of Default has occurred and is continuing. Any Non-Extending Lender 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 Notwithstanding anything contained in Section 2.10 and 2.11 of this Agreement to the contrary, no Lender shall have any obligation to extend the Revolving Termination Date under this Section 2.19, and each Lender may at its option, unconditionally and without cause, decline to extend the Revolving Termination Date under this Section 2.19. k. Section 7.10 of the Credit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”.

Non-Extending Lenders. On If the rights and obligations of a Non-Extending Lender under the Loan Documents are not assigned in accordance with Section 3.12(e)(i) or the Loan Indebtedness of a Non-Extending 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 on a revolving basis prior to the Maturity Date applicable to any Non-Extending Lender, its Commitments and on such date: (i) the Commitment Commitments of such Non-Extending Lender shall be automatically terminate cancelled and (ii) the Borrower shall repay all outstanding Loans of such Non-Extending Lender in accordance with Section 2.05 (together with all other Obligations Loan Indebtedness then owing to such Non-Extending Lender hereunder shall be repaid in accordance with this Agreement in respect full; and (ii) the Total Syndicated Commitment shall be deemed to be reduced by the amount of such Loans) (the “Non-Extended Lender Payment Amount”) and shall, in accordance with Section 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 Commitmentscancelled Syndicated Commitment; provided that, 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 (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 extent thatsame procedures as are contemplated in Section 3.12(e)(i) above and, after giving effect upon such assignment becoming effective, each assignee shall be deemed to termination 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 the Commitment Extending Lenders; and provided, 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 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 (and such Non-Extending LenderLender 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 all Non-Extending Lenders or (B) if no Default or Event of Default then exists, by repaying to some or all of the Aggregate Commitments would exceed the Total Outstandings at such time by an amount at least equal Non-Extending Lenders all Loan Indebtedness owing hereunder 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 same manner as provided under Section 2.02) and the Administrative Agent shall distribute the proceeds of such Loans to such Non-Extending Lender. Any Non-Extending Lender 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 is contemplated in Section 2.10 and 2.11 of this Agreement to the contrary3.12(e)(ii) above. k. Section 7.10 of the Credit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”.

Non-Extending Lenders. On If the rights and obligations of a Non-Extending Lender under the Loan Documents are not assigned in accordance with Section 3.120(e)(i) or the Loan Indebtedness of a Non-Extending Lender is not repaid in accordance with Section 3.120(e)(ii), then such Non-Extending Lender shall continue to be obliged to make its Lender’s Proportion of Borrowings available to the Borrower on a revolving basis prior to the Maturity Date applicable to any Non-Extending Lender, its Commitments and on such date: (i) the Commitment Commitments of such Non-Extending Lender shall be automatically terminate cancelled and (ii) the Borrower shall repay all outstanding Loans of such Non-Extending Lender in accordance with Section 2.05 (together with all other Obligations Loan Indebtedness then owing to such Non-Extending Lender hereunder shall be repaid in accordance with this Agreement in respect full; and (ii) the Total Syndicated Commitment shall be deemed to be reduced by the amount of such Loans) (the “Non-Extended Lender Payment Amount”) and shall, in accordance with Section 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 Commitmentscancelled Syndicated Commitment; provided that, notwithstanding Section 3.120(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 (subject to Section 16.9(a)) a portion of its rights and obligations under the Credit Facility in the same manner and subject to the extent thatsame procedures as are contemplated in Section 3.120(e)(i) above and, after giving effect upon such assignment becoming effective, each assignee shall be deemed to termination 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 the Commitment Extending Lenders; and provided, 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 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 (and such Non-Extending LenderLender 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 all Non-Extending Lenders or (B) if no Default or Event of Default then exists, by repaying to some or all of the Aggregate Commitments would exceed the Total Outstandings at such time by an amount at least equal Non-Extending Lenders all Loan Indebtedness owing hereunder 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 same manner as provided under Section 2.02) and the Administrative Agent shall distribute the proceeds of such Loans to such Non-Extending Lender. Any Non-Extending Lender 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 is contemplated in Section 2.10 and 2.11 of this Agreement to the contrary3.120(e)(ii) above. k. Section 7.10 of the Credit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”.