Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of Adtalem and the Executive or pursuant to [Section 17], and no course of conduct or course of dealing or failure or delay by any Party hereto in enforcing or exercising any of the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law or in equity, and may be enforced concurrently therewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore or thereafter occurring or existing. This Agreement may by amended by a writing signed by all Parties, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may only be extended by a writing signed by the Party or Parties for whose benefit the provision is intended.

Waiver and Amendment. No provision of this Agreement shall be modified, amended, waived or discharged unless the modification, amendment, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

Amendment and Waiver. Neither this Award Agreement nor any provision hereof may be amended, modified, changed, discharged, terminated or waived orally, by any course of dealing or purported course of dealing or by any other means except # in the case of an amendment, modification, change or waiver that does not impair the rights of the Participant with respect to outstanding Restricted Units or that is deemed by the Committee to be advisable to avoid the imposition of any tax under Section 409A of the Code, by written notice to the Participant or # an agreement in writing signed by the Company and the Participant. No such written notice of agreement shall extend to or affect any provision of this Award Agreement not expressly amended, modified, changed, discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Award Agreement shall not be deemed to be a waiver of or acquiescence in any other breach hereof.

Duration; Amendment; Waiver. All agreements and obligations of the Company hereunder shall continue during the period that Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director, officer, employee, manager, trustee, agent or fiduciary of another enterprise) and shall continue thereafter # so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights to appeal therefrom) and # throughout the pendency of any proceeding (including any rights of appeal therefrom), including any proceeding commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the [[Organization A:Organization]]. [[Organization A:Organization]] acknowledges and agrees that any provision of this Note may also be amended or waived by the written consent of the Company and the Requisite Holders as provided in Section 6.6 of the Purchase Agreement.

If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a [[Organization A:Organization]] by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such [[Organization A:Organization]] shall have ten Business Days from the date of receipt of such amendment, waiver or consent to respond thereto. Failure of a [[Organization A:Organization]] to timely respond to such amendment, waiver or consent shall be deemed an approval by such [[Organization A:Organization]] of such amendment, waiver or consent. The provisions of this paragraph shall not apply to any amendment, waiver or consent regarding any of the matters described in [Section 11.6.(a) through 11.6(h)].

The Parties agree that no waiver, amendment, or modification of any of the terms and/or conditions of this Agreement shall be effective unless in writing and signed by all Parties affected by such waiver, amendment, or modification. No waiver of any term, condition or default of any term of this Agreement shall be construed as a waiver of any other term, condition, or default.

AMENDMENT AND WAIVER. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section # Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or waived if, but only if, # such amendment or waiver is in writing, # such amendment or waiver is signed by the Borrower and the Required ​ (and, if the rights or duties of any the Administrative Agent are affected thereby, by it) and # the Borrower has notified the Administrative Agent of such amendment or waiver in writing; provided that no such amendment or waiver shall: