Common use of Reduction or Termination of Commitments Clause in Contracts

Reduction or Termination of Commitments. (a) Each Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, or permanently reduce the sum thereof to an amount not less than the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such Borrower; provided that (i) any such notice shall be received by such Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: (i) not later than twelve months following a Disposition by such Borrower permitted under Section 7.05(f), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction shall be applied to the Commitment of each applicable Lender according to its Pro Rata Share. All fees accrued on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) Each Borrower The Borrowers may, upon not less than five Business Days' prior notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate in any Facility (other than the Canadian Commitments as applicableFacility), or permanently reduce the sum thereof to an amount not less Commitments in any Facility (other than the Canadian Facility) by an aggregate amount equal to the Dollar Equivalent of U.S. $1.0 million or a higher integral multiple of U.S. $1.0 million; unless, in the case of the Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Facility Loans made on the effective date of such termination or reduction, the then Outstanding outstanding principal Dollar Equivalent amount of all Revolving Facility Loans (including the Assumed Swing Line Loan Amount), plus (without duplication) the Effective Amount of all Loans to, and L/C Obligations (other than Subsidiary L/C Obligation, except those of the UK Swing Line Borrowers) together would exceed the amount of the combined Revolving Facility Commitments of all Revolving Facility Lenders then in effect. The Borrowers may, upon not less than five Business Days' prior notice to the Administrative Agent and Acceptance Usage ofthe Applicable Swing Line Lender, terminate or permanently reduce the Subsidiary Swing Line Borrower Sublimit of any Subsidiary Swing Line Borrower or the US Borrower Sublimit; unless, after giving effect thereto and to any prepayment of the Swing Line Loans made on the effective date of such Borrowertermination or reduction the then outstanding Dollar Equivalent amount of all Swing Line Loans, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations would exceed the Dollar Equivalent amount of the aggregate of the Subsidiary Swing Line Borrower Sublimits then in effect, plus the US Borrower Sublimit then in effect. (b) There are no commitments to make any Tranche A-CHF Term Loans or Tranche A-US Term Loans as of the Second Amendment and Restatement Date other than by conversion of existing term extensions of credit under the Amended and Restated Credit Agreement and the Payment Adjustments; provided that the aggregate amount thereof as of the Second Amendment and Restatement Date reflects an adjustment and conversion of term loan extensions of credit previously made by the Lenders on the Amendment and Restatement Date. (c) The aggregate amount of the Revolving Commitments shall be automatically and permanently terminated on the Termination Date. The aggregate amount of the Canadian Commitments shall be automatically and permanently reduced to zero on the Canadian Termination Date. (d) Canadian Borrower shall have the right at any time or from time to time (i) any such notice shall so long as no Canadian Loans will be received by such Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days prior to outstanding as of the date of termination or reductionspecified for termination, to terminate the Canadian Commitments and (ii) any to permanently reduce the aggregate amount of the unutilized Canadian Commitments of all the Canadian Lenders; provided, however, that (x) Canadian Borrower shall give five Business Days notice of each such termination or reduction to the Canadian Agent and the Canadian Lenders, and (y) each partial reduction shall be in an aggregate amount of $5,000,000 at least equal to Cdn.$1.0 million (or any whole a larger multiple of $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: (i) not later than twelve months following a Disposition by such Borrower permitted under Section 7.05(fCdn.$1.0 million), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (ce) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increasedincreased or reinstated. Any such reduction of the Commitments in any Facility shall be applied to the each Lender's Commitment of each applicable Lender in such Facility according to its Pro Rata ShareShare or Percentage, as applicable. All fees accrued on Facility Fees or Canadian Facility Fees, as the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminatedcase may be, until in respect of any Facility to, but not including, the effective date of any termination, reduction or termination of Commitments in such Facility shall be paid on the effective date of such reduction or termination.

Reduction or Termination of Commitments. (a) Each Borrower The Borrowers may, upon not less than five Business Days' prior notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate in any Facility (other than the Canadian Commitments as applicableFacility), or permanently reduce the sum thereof to an amount not less Commitments in any Facility (other than the Canadian Facility) by an aggregate amount equal to the Dollar Equivalent of U.S. $1.0 million or a higher integral multiple of U.S. $1.0 million; unless, in the case of the Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Facility Loans made on the effective date of such termination or reduction, the then Outstanding outstanding principal Dollar Equivalent amount of all Revolving Facility Loans (including the Assumed Swing Line Loan Amount), plus (without duplication) the Effective Amount of all Loans to, and L/C Obligations (other than Subsidiary L/C Obligation, except those of the UK Swing Line Borrowers) together would exceed the amount of the combined Revolving Facility Commitments of all Revolving Facility Lenders then in effect. The Borrowers may, upon not less than five Business Days' prior notice to the Administrative Agent and Acceptance Usage ofthe Applicable Swing Line Lender, terminate or permanently reduce the Subsidiary Swing Line Borrower Sublimit of any Subsidiary Swing Line Borrower or the US Borrower Sublimit; unless, after giving effect thereto and to any prepayment of the Swing Line Loans made on the effective date of such Borrowertermination or reduction the then outstanding Dollar Equivalent amount of all Swing Line Loans, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations would exceed the Dollar Equivalent amount of the aggregate of the Subsidiary Swing Line Borrower Sublimits then in effect, plus the US Borrower Sublimit then in effect. (b) There are no commitments by any Lender other than New Lenders to make any Tranche A-CHF Term Loans, Tranche A-US Term Loans or Tranche A-UK Term Loans as of the Second Amendment and Restatement Date other than by conversion of existing term extensions of credit under the Amended and Restated Credit Agreement and the Payment Adjustments; provided that the aggregate amount thereof as of the Second Amendment and Restatement Date reflects an adjustment and conversion of term loan extensions of credit previously made by the Lenders on the Amendment and Restatement Date. (c) The aggregate amount of the Revolving Commitments shall be automatically and permanently terminated on the Termination Date. The aggregate amount of the Canadian Commitments shall be automatically and permanently reduced to zero on the Canadian Termination Date. (d) Canadian Borrower shall have the right at any time or from time to time (i) any such notice shall so long as no Canadian Loans will be received by such Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days prior to outstanding as of the date of termination or reductionspecified for termination, to terminate the Canadian Commitments and (ii) any to permanently reduce the aggregate amount of the unutilized Canadian Commitments of all the Canadian Lenders; provided, however, that (x) Canadian Borrower shall give five Business Days notice of each such termination or reduction to the Canadian Agent and the Canadian Lenders, and (y) each partial reduction shall be in an aggregate amount of at least equal to Cdn. $5,000,000 1.0 million (or any whole a larger multiple of Cdn. $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: (i) not later than twelve months following a Disposition by such Borrower permitted under Section 7.05(f1.0 million), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (ce) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increasedincreased or reinstated. Any such reduction of the Commitments in any Facility shall be applied to the each Lender's Commitment of each applicable Lender in such Facility according to its Pro Rata ShareShare or Percentage, as applicable. All fees accrued on Facility Fees or Canadian Facility Fees, as the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminatedcase may be, until in respect of any Facility to, but not including, the effective date of any termination, reduction or termination of Commitments in such Facility shall be paid on the effective date of such reduction or termination.

Reduction or Termination of Commitments. (a) Each The Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableCommitments, or permanently reduce the sum thereof Aggregate Commitments to an amount not less than the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such BorrowerObligations; provided that (i) any such notice shall be received by such the Administrative Agent not later than 10:00 9:30 a.m. (Pacific time) two Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: (i) not later than twelve nine months following a Disposition by such Borrower permitted under Section 7.05(f), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers Borrower and their respective its Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such the Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction of the Aggregate Commitments shall be applied to the Commitment of each applicable Lender according to its Pro Rata Share. All fees accrued on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) Each Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, or permanently reduce the sum thereof to an amount not less than the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such Borrower; provided that (i) any such notice shall be received by such Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments (without duplication), as applicable, by the following amounts: (i) not later than twelve months following a Disposition by such Borrower permitted under Section 7.05(f7.05(l), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction shall be applied to the Commitment of each applicable Lender according to its Pro Rata Share. All fees accrued on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) Each The Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableCommitments, or from time to time permanently reduce the sum thereof to an amount not less than the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such BorrowerAggregate Commitments; provided that (i) any such notice shall be received by such the Administrative Agent not later than 10:00 11:00 a.m. (Pacific time) two five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 US$10,000,000 or any whole multiple of $US$1,000,000 in excess thereof; , (biii) There the Borrower shall be a mandatory not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction by a Borrower of the Aggregate Domestic Commitments Commitments, the Alternative Currency Sublimit, the Canadian Subfacility Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Canadian Commitments as applicableCommitments, such Sublimit shall be automatically reduced by the following amounts: (i) not later than twelve months following a Disposition by amount of such Borrower permitted under Section 7.05(f), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) excess. The applicable Administrative Agent shall will promptly notify the applicable Lenders of any such notice of termination or reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this SectionExcept as provided above, the amount of any such Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may Commitment reduction shall not be increasedapplied to the Alternative Currency Sublimit, the Canadian Subfacility Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such reduction of the Aggregate Commitments shall be applied to the Commitment of each applicable Lender according to its Pro Rata ShareApplicable Percentage. All fees accrued on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) Each Borrower The Borrowers may, upon not less than five Business Days' prior notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate in any Facility (other than the Canadian Commitments as applicableFacility), or permanently reduce the sum thereof to an amount not less Commitments in any Facility (other than the Canadian Facility) by an aggregate amount equal to the Dollar Equivalent of U.S. $1.0 million or a higher integral multiple of U.S. $1.0 million; unless, in the case of the Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Facility Loans made on the effective date of such termination or reduction, the then Outstanding outstanding principal Dollar Equivalent amount of all Revolving Facility Loans (including the Assumed Swing Line Loan Amount), plus (without duplication) the Effective Amount of all Loans to, and L/C Obligations (other than Subsidiary L/C Obligation, except those of the UK Swing Line Borrowers) together would exceed the amount of the combined Revolving Facility Commitments of all Revolving Facility Lenders then in effect. The Borrowers may, upon not less than five Business Days' prior notice to the Administrative Agent and Acceptance Usage ofthe Applicable Swing Line Lender, terminate or permanently reduce the Subsidiary Swing Line Borrower Sublimit of any Subsidiary Swing Line Borrower or the US Borrower Sublimit; unless, after giving effect thereto and to any prepayment of the Swing Line Loans made on the effective date of such Borrowertermination or reduction the then outstanding Dollar Equivalent amount of all Swing Line Loans, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations would exceed the Dollar Equivalent amount of the aggregate of the Subsidiary Swing Line Borrower Sublimits then in effect, plus the US Borrower Sublimit then in effect. (b) There are no commitments to make (x) any Tranche A- CHF Term Loans or Tranche A-US Term Loans as of the Amendment and Restatement Date other than by conversion of existing term extensions of credit under the Original Credit Agreement and the Payment Adjustments, or (y) Tranche B Term Loans in excess of U.S. $22.2 million; provided that the aggregate amount thereof as of the Amendment and Restatement Date (before giving effect to the funding of the Safeline Acquisition) reflects an adjustment and conversion of term loan extensions of credit previously made by the Lenders on the Original Closing Date. The Commitments relating to the Tranche A-UK Term Loan Facility and the Tranche B Term Loan Facility shall automatically and permanently expire concurrently with the making of the Term Loans thereunder on the Safeline Closing Date. (c) The aggregate amount of the Canadian Commitments shall be automatically and permanently reduced to zero on the Canadian Termination Date. (d) Canadian Borrower shall have the right at any time or from time to time (i) any such notice shall so long as no Canadian Loans will be received by such Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days prior to outstanding as of the date of termination or reductionspecified for termination, to terminate the Canadian Commitments and (ii) any to permanently reduce the aggregate amount of the unutilized Canadian Commitments of all the Canadian Lenders; provided, however, that (x) Canadian Borrower shall give five Business Days notice of each such termination or reduction to the Canadian Agent and the Canadian Lenders, and (y) each partial reduction shall be in an aggregate amount of $5,000,000 at least equal to Cdn.$1.0 million (or any whole a larger multiple of $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: (i) not later than twelve months following a Disposition by such Borrower permitted under Section 7.05(fCdn.$1.0 million), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (ce) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increasedincreased or reinstated. Any such reduction of the Commitments in any Facility shall be applied to the each Lender's Commitment of each applicable Lender in such Facility according to its Pro Rata ShareShare or Percentage, as applicable. All fees accrued on Facility Fees or Canadian Facility Fees, as the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminatedcase may be, until in respect of any Facility to, but not including, the effective date of any termination, reduction or termination of Commitments in such Facility shall be paid on the effective date of such reduction or termination.

Reduction or Termination of Commitments. (a) Each Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, or permanently reduce the sum thereof to an amount not less than the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such Borrower; provided that (i) any such notice shall be received by such Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: (i) not later than twelve months following a Disposition by such Borrower permitted under Section 7.05(f7.05(g), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction shall be applied to the Commitment of each applicable Lender according to its Pro Rata Share. All fees accrued on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. (a) Each Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, or permanently reduce the sum thereof to an amount not less than the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such Borrower; provided that (i) any such notice shall be received by such Administrative Agent not later than 10:00 9:30 a.m. (Pacific time) two Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; (b) There shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: (i) not later than twelve nine months following a Disposition by such Borrower permitted under Section 7.05(f), by 100% of the net cash proceeds (net of all sale expenses and taxes actually paid) realized therefrom and not reinvested in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers such Borrower and their respective its Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds received by such Borrower and any Subsidiary from the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitments. Once reduced in accordance with this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction shall be applied to the Commitment of each applicable Lender according to its Pro Rata Share. All fees accrued on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, shall be paid on the effective date of such termination.