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 The Borrower mayshall have the right to terminate or reduce in part the unused portion of the Commitments at any time and from time to time, 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 that: (i) any the Borrower shall give notice of each 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 reduction as provided in Section 4.3; (ii) any such each partial reduction shall be in an aggregate amount at least equal to Two Million Dollars ($2,000,000); and (iii) the Commitments may not be reduced to an amount less than the Letter of $5,000,000 Credit Liabilities then outstanding. The Commitments may not be reinstated after they have been terminated or any whole multiple of $1,000,000 in excess thereof;reduced. (b) There Notwithstanding anything to the contrary contained in this Agreement, the Commitments shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, automatically reduce by the following amounts: aggregate amounts on the following dates: ========================= =================================== Date Commitment Reduction Amount ========================= =================================== March 31, 2001 $2,500,000 ------------------------- ----------------------------------- June 30, 2001 $5,000,000 ------------------------- ----------------------------------- September 30, 2001 $5,000,000 ========================= =================================== In addition, on the date of such Commitment reduction, the Borrower shall prepay first the unreimbursed drawings under the Letters of Credit and then the outstanding Loans by the amount by which the Outstanding Revolving Credit exceeds the Commitments (iafter giving effect to such reduction) not later than twelve months following a Disposition by such plus accrued and unpaid interest on the principal amount so prepaid. If no Loans or unreimbursed drawings under the Letters of Credit are outstanding, the 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 shall immediately pledge to the extent Agent as security for the Obligations an amount in immediately available funds equal to such proceeds exceed excess, such funds to be held in a cash collateral account at the Agent without any available basket in Section 7.03right of withdrawal by the Borrower. (c) The applicable Administrative Upon receipt by the Borrower or any of its Subsidiaries of the Net Proceeds of the Disposition of assets of the Borrower or its Subsidiaries (the "Asset Sale Proceeds"), the Commitments shall automatically reduce by an amount equal to one hundred percent (100%) of the Asset Sale Proceeds. In addition, on the date of such Commitment reduction, the Borrower shall prepay first the unreimbursed drawings under the Letters of Credit and then the outstanding Loans by the amount by which the Outstanding Revolving Credit exceeds the Commitments (after giving effect to such reduction), plus accrued and unpaid interest on the principal amounts so prepaid. If no Loans or unreimbursed drawings under the Letters of Credit are outstanding, the Borrower shall (d) In addition to the $5,000,000 Commitment reduction required by Section 2.5(b) hereinabove for September 30, 2001, in the event that the amount of Commitment reduction resulting from Asset Sale Proceeds during the period beginning February 20, 2001 through and including September 30, 2001 (such amount hereinafter called "Actual Reduction Amount") is less than Ten Million Dollars ($10,000,000), then on September 30, 2001 the Commitments shall automatically reduce by an amount equal to (1) Ten Million Dollars ($10,000,000) minus (2) the Actual Reduction Amount. In addition, on the date of such Commitment reduction, the Borrower shall prepay first the unreimbursed drawings under the Letters of Credit and then the outstanding Loans by the amount by which the Outstanding Revolving Credit exceeds the Commitments (after giving effect to such reduction), plus accrued and unpaid interest on the principal amount so prepaid. If no Loans or unreimbursed drawings under the Letters of Credit are outstanding, the Borrower shall immediately pledge to the Agent as security for the Obligations an amount in immediately available funds equal to such excess, such funds to be held in a cash collateral account at the Agent without any right of withdrawal by the Borrower. (e) Upon the issuance, sale or other disposition of debt or any shares of equity securities (or any securities convertible or exchangeable for any such shares, or any rights, warrants, or options to subscribe for or purchase any such shares), by the Borrower or any Subsidiary, the Commitments shall promptly notify automatically reduce by an amount equal to 100% of the applicable Lenders Net Proceeds of any such notice of reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitmentsissuance. Once reduced in accordance with this SectionIn addition, 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 terminationCommitment reduction, the Borrower shall prepay first the unreimbursed drawings under the Letters of Credit and then the outstanding Loans by the amount by which the Outstanding Revolving Credit exceeds the Commitments (after giving effect to such reduction) plus accrued and unpaid interest on the principal amount so prepaid. If no Loans or unreimbursed drawings under the Letters of Credit are outstanding, the Borrower shall immediately pledge to the Agent as security for the Obligations an amount in immediately available funds equal to such excess, such funds to be held in a cash collateral account at the Agent without any right of withdrawal by the Borrower.

Reduction or Termination of Commitments. (a) Each Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower mayshall have the right, upon not less than two (2) Business Days’ notice to the applicable Administrative Agent, to terminate the Aggregate Domestic Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or Aggregate Canadian reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08 the total Revolving Credit Exposures would exceed the total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposures then outstanding exceeds the total Commitments as applicablethen reduced (and if after Loans are prepaid, any such excess remains as a result of LC Exposure, the Borrower shall provide cash collateral in the relevant currencies to cover any such excess caused by LC Exposure). Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunder and other amounts then due and payable hereunder to or permanently reduce for the sum thereof to an amount not less than the then Outstanding Amount accounts of all Loans toLenders, and L/C Obligations and Acceptance Usage ofincluding, without limitation, such Borroweramounts required pursuant to Section 2.19). Each notice delivered by the Borrower pursuant to this Section shall be irrevocable (unless otherwise agreed to by the Administrative Agent); provided that (i) any a notice of termination of the Commitments delivered by the Borrower may state that such notice shall is conditioned upon the effectiveness of other credit facilities, in which case such notice may be received revoked by such the Borrower (by notice to the Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days on or prior to the date specified effective date) if such condition is not satisfied. Upon receipt of termination or reductionsuch notice, and (ii) any such the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount of $5,000,000 or any whole that is an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in excess thereof; (b) There the aggregate amount of each Lender’s applicable Commitment. The Commitments once terminated or reduced may not be reinstated. Each reduction of the Commitments shall be a mandatory reduction by a Borrower of made ratably among 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 their Commitments (except for in connection with the termination of this Section, the Aggregate Domestic Commitments or Aggregate Canadian Commitments Agreement as applicable, may not be increased. Any such reduction shall be applied to the Commitment of each applicable any Lender according pursuant 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 terminationSection 9.13).

Reduction or Termination of Commitments. (a) Each i. The Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, or may at any time permanently reduce in part in 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 principal amount of $5,000,000 or any whole multiple and integral multiples 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 terminate 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 whole the Commitment of each applicable Lender according Bank (on a pro-rata basis) and the Borrower's obligation to its Pro Rata Share. All fees accrued pay a commitment fee in respect thereof upon three (3) Business Days' prior written notice of such reduction or termination to the Agent, without penalty, PROVIDED that (a) on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminated, until before the effective date of any terminationsuch partial reduction, the portion of the outstanding principal amount of the Loans of each Bank which, together with an amount equal to such Bank's Percentage multiplied by the then aggregate amount of Letter of Credit Outstandings, exceeds the Commitment of such Bank, as so reduced, shall be paid as a mandatory prepayment and (b) on or before the effective date of any such terminationtermination in whole, the entire outstanding principal amount of the Loans of each Bank shall be paid as a mandatory prepayment and all the Letters of Credit shall have been terminated in full or the Borrower shall have paid or cash collateralized in full the related Reimbursement Obligations. Voluntary partial reductions of the Commitment, made pursuant to this SUBDIVISION 1(d)(1), shall be credited to the mandatory quarterly reductions required pursuant to SUBDIVISION 1(d)(2) below, in the order of the next occurring quarterly reductions. ii. Subject to any credits for any voluntary partial reductions of the Commitment set forth in SUBDIVISION 1(d)(1) above, the aggregate Commitment of all the Banks shall, automatically and without any further action or notice to any Person, be reduced by $2,500,000 on March 31, 1998, June 30, 1998, September 30, 1998 and December 31, 1998. iii. The aggregate Commitment of all the Banks shall be reduced by the amount of any prepayment resulting from a Sale and Leaseback permitted in SUBPARAGRAPH 6(g). Mandatory Commitment reductions required by SUBDIVISIONS 1(d)(2) and (3) shall be subject to the prepayment provisions set forth in SUBDIVISION 1(d) (1) above except that the principal amount limitations for reductions in Commitments set forth in 1(d)(1) above shall not apply. iv. Notwithstanding SUBPARAGRAPH 1(b) and SUBDIVISION 1(d)(1), in the event that any Bank shall give any notification to the Borrower pursuant to SUBDIVISION 2(g)(5), the Borrower shall have the right to terminate immediately the unused portion of the Commitment of such Bank by giving notice of such termination to such Bank and to the Agent, in which event such Bank shall have no further Commitment under this Agreement except in the amount of Loans made by such Bank at the time outstanding and its Percentage of the then outstanding amount of Letter of Credit Outstandings, and when all such Loans made by such Bank have been paid or prepaid and all Letters of Credit in which it has purchased a participation have been terminated in full or the Borrower has paid or cash collateralized in full the related Reimbursement Obligations, such Bank shall have no further Commitment under this Agreement. In the event that the Borrower terminates the Commitment of any Bank pursuant to the provisions of this SUBDIVISION (d)(4), the respective Commitments of the other Banks shall be unaffected in any manner whatsoever, PROVIDED that each remaining Bank's Percentage shall, automatically and without any further action, be adjusted accordingly.

Reduction or Termination of Commitments. (a) Each Borrower may, upon notice The Company may at any time or from time to the applicable Administrative Agent, terminate the Aggregate Domestic time reduce ratably in proportion to their respective Commitments or Aggregate Canadian terminate in whole, the respective Commitments as applicable, or permanently reduce of the sum thereof to an amount Banks hereunder by giving not less than five full Business Days' prior written notice to such effect to the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such BorrowerAdministrative Agent; 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 not less than $5,000,000 or any whole 3,000,000 and an integral multiple of $1,000,000 250,000; provided, further, that the Commitments may not be reduced to an amount less than the aggregate principal amount of Discretionary Loans and Conventional Loans (and the Alternate Currency Commitments may not be reduced as provided below to an amount less than the aggregate principal amount of the outstanding Alternate Currency Loans and the Discretionary Loans made in excess thereof; a Discretionary Alternate Currency, each calculated in its Dollar equivalent) outstanding at such time, unless simultaneously therewith the Company shall make a prepayment in accordance with Section 3.02(a) hereof. In the event of any prepayment of the Loans outstanding hereunder pursuant to Section 3.02(b)(ii), the Commitments shall be ratably reduced by the amount of such prepayment to the extent provided in Section 3.02(b)(ii). Any reduction of the Commitments pursuant to this Section 4.02 shall reduce the Alternate Currency Commitments proportionately; provided, that in no event shall the Alternate Currency Commitments be reduced to an amount less than the lesser of (a) $300,000,000 and (b) There shall be a mandatory reduction by a Borrower the aggregate amount 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) Commitments. The applicable Administrative Agent shall promptly notify each Bank of its Pro Rata Share of and of the applicable Lenders date of each reduction of the Commitments. After each such reduction, the Commitment Fees owing to each Bank shall be calculated upon the Commitment of such Bank as so reduced. In the event of acceleration of the maturity date of any such notice Loan, the Commitments hereunder of the Banks shall thereupon automatically terminate without notice. Each reduction or any 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 hereunder 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 terminationirrevocable.

Reduction or Termination of Commitments. (a) Each The Borrower mayshall have the right, exercisable by it at any time, and from time to time, upon not less than four (4) Business Days prior written notice to the applicable Administrative AgentAgent and without penalty, but subject to the terms of this Section 2.8, to terminate any portion of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableunder a Credit Facility not being used by the Borrower, 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 termination 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 less than twelve months following a Disposition by such Borrower permitted under Section 7.05(f)$10,000,000 and in integral multiples of $1,000,000 if in excess thereof, 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% the entire amount of the net cash proceeds received by unused Aggregate Commitments under such Borrower Credit Facility, if less than $10,000,000, and any Subsidiary from such termination shall proportionately reduce the issuance thereof Commitment of each Lender under such Credit Facility. For greater certainty, the Borrower shall not be entitled to reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the extent maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such proceeds exceed any available basket in Section 7.03. (c) The applicable Administrative Agent shall promptly notify BA Advance on the applicable Lenders maturity of any such notice of BA Instruments. No such reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Commitmentsunder a Credit Facility pursuant to this Section 2.8 may be reinstated. Once reduced in accordance Concurrently with this Sectionthe giving of any such notice, the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction Borrower shall be applied pay the full amount of all accrued Commitment Fees with respect to the Commitment terminated portion of each applicable Lender according the relevant Credit Facility payable pursuant to its Pro Rata Share. All fees accrued Section 3.5 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. (b) To the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by the last day of the Term Availability Period, then such portion of the Aggregate Commitments under the Term Tranche shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such termination. (c) On the Termination Date, the Aggregate Commitments under each Credit Facility shall be terminated in their entirety.

Reduction or Termination of Commitments. (a) Each Borrower may, upon notice Upon Requisite Notice to the applicable Administrative AgentAgent not later than the Requisite Time therefor, terminate the Aggregate Domestic Commitments Borrower may at any time and from time to time, without premium or Aggregate Canadian Commitments as applicablepenalty, or permanently and irrevocably reduce the sum thereof Revolving Commitments, in a Minimum Amount therefor to an amount not less than the then sum of the Outstanding Amount Revolving Obligations at such time plus the aggregate principal amount of outstanding Competitive Loans at any time, or terminate the Revolving Commitments. Any such reduction or termination after the Effective Date shall be accompanied by payment of all Loans to, accrued 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 unpaid commitment fees with respect 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 portion of the Aggregate Domestic Revolving Commitments being reduced 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) terminated. The applicable Administrative Agent shall promptly notify the applicable Revolving Lenders of any such notice of request for reduction or termination of the Aggregate Domestic Commitments or Aggregate Canadian Revolving Commitments. Once Each Revolving Lender’s Revolving Commitment shall be reduced in accordance with this Sectionpro rata by the amount of such reduction. (b) Upon Requisite Notice to the Administrative Agent not later than the Requisite Time therefor, the Aggregate Domestic Borrower may at any time and from time to time, without premium or penalty, permanently and irrevocably reduce the Term Commitments in a Minimum Amount therefor or Aggregate Canadian Commitments as applicable, may not be increasedterminate the Term Commitments. Any The Administrative Agent shall promptly notify the Term Lenders of any such request for reduction or termination of the Term Commitments. Each Term Lender’s Term Commitment shall be applied to reduced pro rata by the Commitment amount of each applicable Lender according to its Pro Rata Share. All fees accrued on such reduction. (c) If the Aggregate Domestic Effective Date has not occurred, the Commitments or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, shall be paid on automatically terminated upon the effective earlier to occur of (i) the termination of the Master Agreement by the parties thereto and (ii) December 3, 2010 (or such later date as the “End Date” under the Master Agreement may be extended pursuant to Section 10.01(d) thereof, but in any event no later than June 3, 2011) unless, in the case of such terminationthis clause (ii), each Lender shall, in its sole discretion, agree to an extension. Upon the termination of the Commitments pursuant to this Section 2.08(c), all accrued and unpaid ticking fees payable under Section 2.16(a) shall become immediately due and payable.

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 Canadian Commitments as applicablein any Facility, or permanently reduce the sum thereof Commitments in any Facility by an aggregate amount equal to an amount not less than 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 and Acceptance Usage oftogether would exceed the amount of the combined Revolving Facility Commitments of all Revolving Facility Lenders then in effect. The Borrowers may, such Borrower; provided that (i) any such upon not less than five Business Days' prior notice shall be received by such to the Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days prior and the Applicable Swing Line Lender, terminate or permanently reduce the Subsidiary Swing Line Borrower Sublimit of any of the Subsidiary Swing Line Borrowers 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 termination or reduction, and (ii) any such partial reduction shall be in an aggregate the then outstanding Dollar Equivalent amount of $5,000,000 or any whole multiple all Swing Line Loans would exceed the amount of $1,000,000 the Subsidiary Swing Line Borrower Sublimits then in excess thereof;effect, plus the US Borrower Sublimit then in effect. (b) There The Commitments relating to each Term Loan Facility shall be a mandatory reduction by a Borrower automatically and permanently expire concurrently with the making of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by Term Loans thereunder on 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 7.03Closing Date. (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 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 Share. All fees accrued on the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminatedFacility Fees in respect of any Facility to, until 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 mayshall have the right, exercisable by it at any time, and from time to time, subject to the terms of this Section 2.8, to terminate any portion of the Aggregate Commitments under a Credit Facility not being used by the Borrower or to prepay any outstanding Advances, upon not less than five Business Days prior written notice to the applicable Administrative AgentAgent in the case of such a termination, terminate without notice in the Aggregate Domestic Commitments case of a prepayment of the NBC Facility or Aggregate Canadian Commitments as applicable, or permanently reduce the sum thereof to an amount upon not less than three Business Days’ prior written notice to the then Outstanding Amount Agent in the case of all Loans toany other prepayment (or such shorter period as the Agent may accept in its discretion) and, and L/C Obligations and Acceptance Usage ofin each case, such Borrower; without penalty, but 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 termination or prepayment 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 less than twelve months following a Disposition by such Borrower permitted under Section 7.05(f)$10,000,000 and in integral multiples of $1,000,000 if in excess thereof, 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% the entire amount of the net cash proceeds received by unused Aggregate Commitments under such Borrower Credit Facility, if less than $10,000,000, 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 termination or repayment 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 proportionately reduce the Commitment of each applicable Lender according under such Credit Facility. For greater certainty, the Borrower shall not be entitled to its Pro Rata Share. All fees accrued reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereof subject, in the case of a LIBOR Loan, to pay customary breakage costs, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such reduction, termination or prepayment of the Aggregate Domestic Commitments or Aggregate Canadian Commitments that are terminatedunder a Credit Facility pursuant to this Section 2.8 may be reinstated provided that, until in the effective date case of the Revolving Facility and the NBC Facility, unless otherwise specified by the Borrower at the time of any terminationprepayment, the amount thereof shall continue to be paid available hereunder to the Borrower subject always to the terms and conditions hereof. Concurrently with the giving of any such notice, where applicable the Borrower shall pay the full amount of all accrued Standby Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.6 on the effective date of such termination. (b) [INTENTIONALLY DELETED] (c) Where the Total Leverage Ratio is greater than 3.0:1.0 and where the Borrower or any Subsidiary is incurring any additional Debt permitted by paragraph (j) of the definition of Permitted Debt (and, for certainty, excluding a Permitted Refinancing of Debt), the Borrower shall as soon as reasonably practicable thereafter (and, in any event, within five (5) Business Days) apply the Net Proceeds of such Debt to repay the Term Facility and the Term Facility Commitment shall automatically reduce by the amount of such repayment. Notwithstanding the foregoing, any such repayment from Net Proceeds of a Debt incurrence shall be limited to that amount which would, after giving effect to the repayment of Debt, result in the Total Leverage Ratio not being greater than 3.0:1.0. (d) On the Maturity Date, the Aggregate Commitments under the Credit Facilities shall be terminated in their entirety and all Advances outstanding immediately prior to such Maturity Date shall be repaid or otherwise satisfied in full, whereupon the Credit Facilities shall be matured and at an end.

Reduction or Termination of Commitments. (a) Each Borrower mayUnless previously terminated, all Commitments shall terminate on the Maturity Date. (b) The Borrowers shall have the right, upon not less than three Business Days’ notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicablefrom time to time, or permanently to reduce the sum thereof to an amount not less than of the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such BorrowerCommitments; provided that (i) any no such notice reduction of Commitments shall be received by permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the Availability with respect to either Borrower would be less than zero. Any 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 equal to $5,000,000 1,000,000, or any a whole multiple thereof, and shall reduce permanently the Commitments then in effect. Each reduction of $1,000,000 in excess thereof; (b) There the Commitments shall be a mandatory reduction by a Borrower made ratably among the Lenders in accordance with their respective Commitments; provided that with the prior consent of each of the Aggregate Domestic Administrative Agent and the Required Lenders reductions may be made to the Commitments or Aggregate Canadian of Defaulting Lenders without having to reduce the 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 7.03Lenders. (c) The applicable Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all outstanding reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (d) The Borrower Representative shall promptly notify the applicable Lenders Administrative Agent of any such notice election to terminate the Commitments under paragraph (c) 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 Section at least three Business Days prior 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 terminationtermination or such shorter period as may be agreed by the Administrative Agent, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Commitments shall be permanent.

Reduction or Termination of Commitments. (a) Each Borrower The Company may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableRevolving Commitments, or permanently reduce the sum thereof Aggregate Revolving Commitments to an amount not less than the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such Borrowerthe Total Revolving Outstandings; provided that (i) any such notice shall be received by such the Administrative Agent not later than 10:00 a.m. 12:00 noon, three (Pacific time3) 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 1,000,000 or any whole multiple of $1,000,000 in excess thereof; , (biii) There the Company shall be a mandatory not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction by a Borrower of the Aggregate Domestic Commitments Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, exceeds the amount of the Aggregate Canadian Commitments as applicableRevolving Commitments, such sublimit shall be automatically reduced by the following amounts: amount of such excess. Such notice may state that it is conditioned upon the effectiveness of other credit facilities or consummation of any other transaction, in which case such notice may be revoked by the Company (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 notice to the extent Administrative Agent at least one (1) Business Day prior to the specified effective date) if such proceeds exceed any available basket in Section 7.03. (c) condition is not satisfied. The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or Aggregate Canadian Commitmentsthe Letter of Credit Sublimit unless otherwise specified by the Company. Once reduced in accordance with this Section, the Aggregate Domestic Revolving Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each applicable Revolving Lender according to its Pro Rata Share. All commitment 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 Revolving Commitments 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 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 Borrowerthe Total Outstandings; provided that (i) any such notice shall be received by such the Administrative Agent not later than 10:00 a.m. (Pacific time) two 12:00 noon, three 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 1,000,000 or any whole multiple of $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 Letter of Credit 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 promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic Commitments Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or Aggregate Canadian Commitmentsthe Letter of Credit Sublimit unless otherwise specified by the Borrower. 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 commitment 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 mayUnless previously terminated, all Commitments shall terminate on the Maturity Date. (b) The Borrowers shall have the right, upon not less than three Business Days’ notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicablefrom time to time, or permanently to reduce the sum thereof to an amount not less than of the then Outstanding Amount of all Loans to, and L/C Obligations and Acceptance Usage of, such BorrowerCommitments; provided that (i) any no such notice reduction of Commitments shall be received by permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the Availability with respect to either Borrower would be less than zero. Any 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 equal to $5,000,000 1,000,000, or any a whole multiple of $1,000,000 thereof, and shall reduce permanently the Commitments then 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 7.03effect. (c) The applicable Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all outstanding reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (d) The Borrower Representative shall promptly notify the applicable Lenders Administrative Agent of any such notice election to terminate the Commitments under paragraph (c) 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 Section at least three Business Days prior 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 terminationtermination or such shorter period as may be agreed by the Administrative Agent, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Commitments shall be permanent.

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 At its option, the Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableAgent may at any time terminate, or permanently reduce the sum thereof from time to an amount not less than the then Outstanding Amount of all Loans totime, without premium or penalty (except as provided in Section 4.19), and L/C Obligations and Acceptance Usage ofpermanently reduce, such Borrowerthe Commitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be received in an integral multiple of $500,000 and be in an amount that is not less than $1,000,000, (ii) the Commitments of any Class shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 4.5 (and any adjustment of participations in then outstanding Swing Line Loans and Letters of Credit in accordance with the provisions of Section 2.1(c) and/or (d) as applicable), the aggregate amount of the Revolving Exposures of such Class would exceed the aggregate amount of Commitments of such Class, and (iii) if, after giving effect to any reduction of the Commitments, the LC Sublimit or the Swing Line Commitment exceeds the aggregate amount of the Commitments or the LC Commitment of any Issuing Bank exceeds its Commitment, such sublimit shall be automatically reduced by the amount of such excess, and (iv) each such reduction shall apply pro rata to all Classes of Commitments (except to the extent a Class has expressly agreed to accept a less than pro rata reduction in accordance with the terms hereof). (b) The Borrower Agent shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 3(a) not later than 10:00 a.m. 2:00 p.m. one Business Day (Pacific time) two or, in the case of a prepayment of EurodollarTranche Rate Loans, three Business Days or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section 3(b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower Agent may extend the date of termination at any time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or reduction, and (ii) delayed). Any termination or reduction of the Commitments of any such partial reduction Class shall be in an aggregate amount permanent. Each reduction of $5,000,000 or the Commitments of any whole multiple of $1,000,000 in excess thereof; (b) There Class shall be a mandatory reduction by a Borrower of made ratably among 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 Lenders in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and accordance with their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% Commitments 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 7.03Class. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic total 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 Class shall terminate 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 terminationMaturity Date applicable thereto.

Reduction or Termination of Commitments. (a) Each Borrower may, upon notice Upon Requisite 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. the Requisite Time therefor, Borrower may at any time and from time to time, without premium or penalty, permanently and irrevocably reduce or terminate any of the Commitments. Any such Requisite Notice may state that such Requisite Notice is conditioned on the effectiveness of other credit facilities or other financing transactions, in which case such Requisite Notice may be revoked by Borrower (Pacific time) two Business Days by written notice to Administrative Agent on or prior to the date specified effective time) if such condition is not satisfied. Any such reduction or termination shall be accompanied by payment of termination all accrued and unpaid commitment fees with respect to the portion of the Commitments being reduced or reduction, and (ii) terminated. Administrative Agent shall promptly notify Lenders of any such partial request for reduction or termination of the Commitments. Each Lender’s Commitment shall be in an aggregate reduced pro rata by the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof;such reduction. (b) There Subject to Section 2.05(c) below, the Commitments then outstanding shall be a mandatory reduction by a Borrower of the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicable, by the following amounts: automatically and permanently reduced in an amount equal to (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 Net Cash Proceeds actually paid) realized therefrom and not reinvested received by Borrower 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 connection with any Equity Issuance, (ii) not later than three Business Days following an Approved Debt Issuance, by 100% of the net cash proceeds Net Cash Proceeds actually received by Borrower or any of its Domestic Restricted Subsidiaries in connection with any Debt Issuance or (iii) 100% of the Net Cash Proceeds actually received by Borrower or any of its Domestic Restricted Subsidiaries in connection with any Asset Sale; provided that if Borrower or any of its Domestic Restricted Subsidiaries receives proceeds that would otherwise constitute Net Cash Proceeds from an Asset Sale, Borrower or such Domestic Restricted Subsidiary may reinvest any portion of such proceeds in the business of Borrower and or any Subsidiary from the issuance thereof of its Subsidiaries and, in such case, such proceeds shall only constitute Net Cash Proceeds to the extent not so reinvested (or committed to be reinvested) within the 180-day period following receipt of such proceeds exceed any available basket in Section 7.03proceeds. (c) The applicable Administrative Agent Any Net Cash Proceeds contemplated to be applied to reduce the Commitments pursuant to Section 2.05(b) above shall promptly notify first be applied to prepay the applicable Lenders outstanding Loans, if any, pursuant to Section 2.06(b) until the amount of Loans outstanding is $0, and 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 remaining amounts shall be applied to reduce the Commitment of each applicable Lender according Commitments pursuant to its Pro Rata Share. All fees accrued Section 2.05(b). (d) Unless previously terminated, the Commitments shall permanently terminate in full at 11:59 p.m. (New York City time) on the Aggregate Domestic Commitments earlier of (i) the Maturity Date and (ii) the Certain Funds Termination Date (after giving effect to any Borrowings made or Aggregate Canadian Commitments that are terminated, until the effective date of any termination, shall to be paid made on the effective date of such terminationCertain Funds Termination Date).

Reduction or Termination of Commitments. (a) Each Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower mayshall have the right, upon not less than two (2) Business Days’ notice to the applicable Administrative Agent, to terminate the Aggregate Domestic Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or Aggregate Canadian reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.06 and Section 2.07 the total Revolving Credit Exposures would exceed the total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposures then outstanding exceeds the total Commitments as applicablethen reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, or permanently reduce the sum thereof to an amount not less than the then Outstanding Amount of all Loans toincluding, and L/C Obligations and Acceptance Usage ofwithout limitation, such Borroweramounts required pursuant to Section 2.16). Each notice delivered by the Borrower pursuant to this Section 2.05 shall be irrevocable (unless otherwise agreed to by the Administrative Agent); provided that (i) any a notice of termination of the Commitments delivered by the Borrower may state that such notice shall is conditioned upon the effectiveness of other credit facilities, in which case such notice may be received revoked by such the Borrower (by notice to the Administrative Agent not later than 10:00 a.m. (Pacific time) two Business Days on or prior to the date specified effective date) if such condition is not satisfied. Upon receipt of termination or reductionsuch notice, and (ii) any such the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount of $5,000,000 or any whole that is an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in excess thereof; (b) There the aggregate amount of each Lender’s applicable Commitment. The Commitments once terminated or reduced may not be reinstated. Each reduction of the Commitments shall be a mandatory reduction by a Borrower of made ratably among 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 terminationtheir Commitments.

Reduction or Termination of Commitments. (a) Each At its option, the Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableAgent may at any time terminate, or permanently reduce the sum thereof from time to an amount not less than the then Outstanding Amount of all Loans totime, without premium or penalty (except as provided in Section 4.19), and L/C Obligations and Acceptance Usage ofpermanently reduce, such Borrowerthe Commitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be received in an integral multiple of $500,000 and be in an amount that is not less than $1,000,000, (ii) the Commitments of any Class shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 4.5 (and any adjustment of participations in then outstanding Swing Line Loans and Letters of Credit in accordance with the provisions of Section 2.1(c) and/or (d) as applicable), the aggregate amount of the Revolving Exposures of such Class would exceed the aggregate amount of Commitments of such Class, and (iii) if, after giving effect to any reduction of the Commitments, the LC Sublimit or the Swing Line Commitment exceeds the aggregate amount of the Commitments or the LC Commitment of any Issuing Bank exceeds its Commitment, such sublimit shall be automatically reduced by the amount of such excess, and (iv) each such reduction shall apply pro rata to all Classes of Commitments (except to the extent a Class has expressly agreed to accept a less than pro rata reduction in accordance with the terms hereof). (b) The Borrower Agent shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 3(a) not later than 10:00 a.m. 2:00 p.m. one Business Day (Pacific time) two or, in the case of a prepayment of Tranche Rate Loans, three Business Days or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section 3(b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower Agent may extend the date of termination at any time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or reduction, and (ii) delayed). Any termination or reduction of the Commitments of any such partial reduction Class shall be in an aggregate amount permanent. Each reduction of $5,000,000 or the Commitments of any whole multiple of $1,000,000 in excess thereof; (b) There Class shall be a mandatory reduction by a Borrower of made ratably among 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 Lenders in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and accordance with their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% Commitments 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 7.03Class. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic total 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 Class shall terminate 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 terminationMaturity Date applicable thereto.

Reduction or Termination of Commitments. The Borrower shall have the right to terminate in whole or reduce in part the unused portion of the Commitments (aincluding the Swing Commitment) Each Borrower may, upon at least three Business Days prior 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 which notice shall be received by such Administrative Agent not later than 10:00 a.m. (Pacific timeirrevocable) two Business Days prior to the Agent and each Lender specifying the effective date of thereof, whether a termination or reduction is being made, and the amount of any partial reduction, and (ii) any such provided that each partial reduction shall be in an aggregate the 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 the case of the Aggregate Domestic Swing Commitment, $1,000,000) or an integral multiple thereof and the Revolving Credit Commitments or Aggregate Canadian Commitments as applicable(other than the Swing Commitment) shall not be reduced below the outstanding Letter of Credit Liabilities, and the Borrower shall simultaneously prepay the amount by the following amounts: which (i) not later than twelve months following a Disposition by such Borrower permitted under Section 7.05(f), by 100% the unpaid principal amount of the net cash proceeds Revolving Credit Loan Advances, the Swing Loan Advances and outstanding Letter of Credit Liabilities exceeds the Revolving Credit Commitments (net of all sale expenses after giving effect to such notice) plus accrued and taxes actually paid) realized therefrom unpaid interest on the principal amount so prepaid 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% the unpaid principal amount of the net cash proceeds received by Tranche B Advances exceeds the Tranche B Commitments (after giving effect to such Borrower notice) plus accrued and any Subsidiary from unpaid interest on the issuance thereof to the extent such proceeds exceed any available basket in Section 7.03. (c) principal amount so prepaid. 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 increasedreinstated after they have been terminated or reduced. Any In addition the Swing Commitment may never be more than the Revolving Credit Commitments (exclusive of the amount of the Swing Commitment). Notwithstanding anything to the contrary contained herein, any such termination or reduction in the Commitments shall be applied first to the Tranche B Commitments, then any remaining 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 terminationRevolving Credit Commitments.

Reduction or Termination of Commitments. (a) Each At its option, the Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableAgent may at any time terminate, or permanently reduce the sum thereof from time to an amount not less than the then Outstanding Amount of all Loans totime, without premium or penalty (except as provided in Section 4.19), and L/C Obligations and Acceptance Usage ofpermanently reduce, such Borrowerthe Commitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be received in an integral multiple of $500,000 and be in an amount that is not less than $1,000,000, (ii) the Commitments of any Class shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 4.5 (and any adjustment of participations in then outstanding Swing Line Loans and Letters of Credit in accordance with the provisions of Section 2.1(c) and/or (d) as applicable), the aggregate amount of the Revolving Exposures of such Class would exceed the aggregate amount of Commitments of such Class, and (iii) if, after giving effect to any reduction of the Commitments, the LC Sublimit or the Swing Line Commitment exceeds the aggregate amount of the Commitments or the LC Commitment of any Issuing Bank exceeds its Commitment, such sublimit shall be automatically reduced by the amount of such excess, and (iv) each such reduction shall apply pro rata to all Classes of Commitments (except to the extent a Class has expressly agreed to accept a less than pro rata reduction in accordance with the terms hereof). (b) The Borrower Agent shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 3(a) not later than 10:00 a.m. 2:00 p.m. one Business Day (Pacific time) two or, in the case of a prepayment of Eurodollar Loans, three Business Days or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower Agent may extend the date of termination at any time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or reduction, and (ii) delayed). Any termination or reduction of the Commitments of any such partial reduction Class shall be in an aggregate amount permanent. Each reduction of $5,000,000 or the Commitments of any whole multiple of $1,000,000 in excess thereof; (b) There Class shall be a mandatory reduction by a Borrower of made ratably among 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 Lenders in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and accordance with their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% Commitments 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 7.03Class. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic total 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 Class shall terminate 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 terminationMaturity Date applicable thereto.

Reduction or Termination of Commitments. Unless previously terminated, (ai) Each the Term Loan Commitments shall terminate at 5:00 p.m., Chicago time, on the Effective Date and (ii) all of the other Commitments shall terminate on the Maturity Date. Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableRevolving Commitments, 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 Revolving Commitments; provided that (i) any such notice shall be received by such Administrative Agent not later than 10:00 a.m. (Pacific time) two at least three 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; , (biii) There Borrower shall be a mandatory not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction by a Borrower of the Aggregate Domestic Commitments Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Canadian Commitments as applicableRevolving Commitments, 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) The applicable Administrative excess. Agent shall will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any termination or reduction of the Aggregate Revolving Commitments in accordance with this Section 2.06 shall be permanent. Each notice delivered by Borrower pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of the Aggregate Domestic Revolving Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any such Aggregate Canadian CommitmentsRevolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by Borrower. Once reduced in accordance with this Section, Any reduction of the Aggregate Domestic Revolving Commitments or Aggregate Canadian Commitments as applicable, may not be increased. Any such reduction shall be applied to the Revolving Commitment of each applicable Revolving Lender according to its Pro Rata Share. All commitment 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 Revolving 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 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 At its option, the Borrower may, upon notice to the applicable Administrative Agent, terminate the Aggregate Domestic Commitments or Aggregate Canadian Commitments as applicableAgent may at any time terminate, or permanently reduce the sum thereof from time to an amount not less than the then Outstanding Amount of all Loans totime, without premium or penalty (except as provided in Section 4.19), and L/C Obligations and Acceptance Usage ofpermanently reduce, such Borrowerthe Commitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be received in an integral multiple of $500,000 and be in an amount that is not less than $1,000,000, (ii) the Commitments of any Class shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 4.5 (and any adjustment of participations in then outstanding Swing Line Loans and Letters of Credit in accordance with the provisions of Section 2.1(c) and/or (d) as applicable), the aggregate amount of the Revolving Exposures of such Class would exceed the aggregate amount of Commitments of such Class, and (iii) if, after giving effect to any reduction of the Commitments, the LC Sublimit or the Swing Line Commitment exceeds the aggregate amount of the Commitments or the LC Commitment of any Issuing Bank exceeds its Commitment, such sublimit shall be automatically reduced by the amount of such excess, and (iv) each such reduction shall apply pro rata to all Classes of Commitments (except to the extent a Class has expressly agreed to accept a less than pro rata reduction in accordance with the terms hereof). (b) The Borrower Agent shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 3(a) not later than 10:00 a.m. 2:00 p.m. one Business Day (Pacific time) two or, in the case of a prepayment of Eurodollar Loans, three Business Days or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section 3(b) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower Agent may extend the date of termination at any time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or reduction, and (ii) delayed). Any termination or reduction of the Commitments of any such partial reduction Class shall be in an aggregate amount permanent. Each reduction of $5,000,000 or the Commitments of any whole multiple of $1,000,000 in excess thereof; (b) There Class shall be a mandatory reduction by a Borrower of made ratably among 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 Lenders in property or assets in the Post-Secondary Education Business or other businesses permitted under Section 7.07 hereof of the Borrowers and accordance with their respective Subsidiaries; and (ii) not later than three Business Days following an Approved Debt Issuance, by 100% Commitments 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 7.03Class. (c) The applicable Administrative Agent shall promptly notify the applicable Lenders of any such notice of reduction or termination of the Aggregate Domestic total 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 Class shall terminate 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 terminationMaturity Date applicable thereto.