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 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 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 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.