Computation Period. Interest on the Loans and all other amounts payable by Borrower hereunder on a per annum basis shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate, in which case interest shall be calculated on the basis of a 365-day year or 366-day year, as the case may be. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

PEA Period. There shall not be an active PEA Period.

The definition of the Commitment Period as set forth in [Annex 1] (Definitions) of the Agreement shall be deleted and replaced in its entirety by the following definition:

Management Period. As used in this Management Agreement, the term “Management Period” shall mean the period commencing on the date of this Management Agreement, and ending on the earlier to occur of: # Final Closing under the Purchase Agreement (i.e. to occur upon receipt of all Closing Approvals (as defined in the Purchase Agreement)) of # the FCC, including the revised Compliance Plan; and # the ETC Designations); and # the ninety ninth (99th) anniversary of the effective date of this Management Agreement, unless extended or terminated by mutual agreement of the Parties.

For a […​…] day period after a notice is given, each Disputant must use all reasonable endeavours to resolve the Dispute and the CEO of each Disputant, or their designee, will meet within the first […​…] days of that period with that aim. Such resolution, if any, of a Dispute shall be final and binding on the parties. All negotiations pursuant to this clause 25 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors, successors-in-title, representatives and permitted assigns. In the event of any inconsistency or conflict between the terms of this Amendment and of the Agreement, the terms of this Amendment shall control. The Agreement, as amended by this Amendment, constitutes and contains the sole and entire agreement of the parties hereto with respect to the subject matter hereof and no prior or contemporaneous oral or written representations or agreements between the parties and relating to the subject matter hereof shall have any legal effect. Except as hereinabove provided, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect, and are hereby ratified and confirmed by the parties hereto.

Cure Period. Each Party shall give the other Party prompt written notice upon learning of any breach or inaccuracy in the other Party’s representations or warranties or failure by the other Party to perform its covenants, obligations and agreements contained in this Agreement other than a failure to make a payment when due. The term “Cure Period” as used herein means a period commencing on the date a Party receives from the other written notice of breach or default hereunder and continuing until the earlier of # twenty (20) calendar days thereafter or # five (5) Business Days after the scheduled Closing date; provided, however, that if the inaccuracy or failure to perform is non-monetary and cannot reasonably be cured within such period but can be cured before the date five (5) Business Days after the scheduled Closing date, and if diligent efforts to cure promptly commence, then the Cure Period shall continue as long as such diligent efforts to cure continue, but not beyond the date five (5) Business Days after the scheduled Closing date. Neither Party may terminate under [Section 10.1(b) or (c)])] if it is then in material breach of or default under this Agreement.

The Company hereby agrees to continue the Executive in its or its Affiliated Companies' employ, or both, as the case may be, and the Executive hereby agrees to remain in the employ of the Company, or its Affiliated Companies, or both, as the case may be, subject to the terms of this Agreement, for a period commencing on the Effective Date and ending on the third anniversary of such date (such period or, if shorter, the period from the Effective Date to the Date of Termination, is hereinafter referred to as the "Employment Period").

Employment Period. Adtalem will employ the Executive, and the Executive hereby accepts employment with Adtalem, upon the terms and subject to the conditions set forth in this Agreement. The Executive’s employment under this Agreement shall begin on the Effective Date and shall continue thereafter until the first to occur of the events described in Section 8(a) (the “Employment Period”).

Deferral Period. If the Participant elects on the Deferral Election to have the shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award deferred for a specified period, the shares shall be distributed, or commence to be distributed, within 30 days of the end of specified period as elected by the Participant. For example, if a Participant elects to have the shares underlying the 2013 grant of Restricted Stock Units which vest on December 31, 2015 deferred for 3 years, the shares shall be distributed within 30 days following December 31, 2018. If the Participant incurs a Termination of Employment prior to the end of the elected deferral period, the shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award shall be distributed, or commence to be distributed, within 30 days following the end of the elected deferral period (the Termination of Employment is not a distribution event under this Section 4.1).