Financial Advisor. Other than with respect to obligations owed to M.M. Dillon & Co. Group LLC, none of the Company or any Person acting on behalf of the Company has agreed or has any obligation or Liability to pay to any broker, finder, investment banker or any other Person, a brokerage, finder’s or other brokerage fee or commission in connection with this Agreement, any matter related hereto or the consummation of the transactions contemplated hereby, nor has any broker, finder, investment banker or any other Person taken any action on which a claim for any such payment could be based. The Company shall be solely responsible for paying any and all fees, commissions or other compensation to which any such broker, finder, investment banker or any other Person is entitled or claims on account of the execution of this Agreement or the consummation of the transactions contemplated hereby.

observe Admissions Advisor and Financial Aid Advisor training sessions;

Covenants of Advisor. Notwithstanding anything herein to the contrary, Advisor agrees to continue to abide by the terms of the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement previously entered into between Advisor and the Company (the “Proprietary Information Agreement”), which are hereby incorporated by reference into this Agreement and which shall apply in addition to the other covenants set forth in this Agreement.

Advisor Fees. The Company will pay directly or reimburse Executive's documented and reasonable advisor fees, including attorney fees, up to a maximum of $50,000, for the negotiation and execution of this Agreement. In order to receive payment or reimbursement under the preceding sentence, Executive must submit to the Company documentation reasonably acceptable to the Company between January 1, 2021 and March 1, 2021, and payment or reimbursement will be made within 30 days after such submission.

Financial Advisor. Other than with respect to obligations owed to M.M. Dillon & Co. Group LLC, none of the Company or any Person acting on behalf of the Company has agreed or has any obligation or Liability to pay to any broker, finder, investment banker or any other Person, a brokerage, finder’s or other brokerage fee or commission in connection with this Agreement, any matter related hereto or the consummation of the transactions contemplated hereby, nor has any broker, finder, investment banker or any other Person taken any action on which a claim for any such payment could be based. The Company shall be solely responsible for paying any and all fees, commissions or other compensation to which any such broker, finder, investment banker or any other Person is entitled or claims on account of the execution of this Agreement or the consummation of the transactions contemplated hereby.

Information Furnished Advisor. The Trustees shall at all times keep the Advisor fully informed with regard to the investment policies of the Trust, the capitalization policy of the Trust, and generally the Trustees’ then-current intentions as to the future of the Trust. In particular, the Trustees shall notify the Advisor promptly of their intention to sell or otherwise dispose of any of the Trust’s investments or to make any new investments. The Trust shall furnish the Advisor with a certified copy of all financial statements, a signed copy of each report prepared by independent certified public accountants, and such other information with regard to its affairs as the Advisor may from time to time reasonably request. The Trust shall retain legal counsel and accountants to provide such legal and accounting advice and services as the Advisor or the Trustees shall deem necessary or appropriate to adequately perform the functions of the Trust, and shall have such legal counsel and accountants provide the Advisor with such legal or accounting opinions and advice as the Advisor shall reasonably request.

Tax Advisor. Nothing contained in this Plan is intended, nor shall it be construed, as providing advice to the Director regarding the tax consequences of this Plan and the Election Form to the Director. The Company urges the Director to consult his or her own personal tax advisor to determine the particular tax consequences of this Plan and the Election Form to the Director, including the effect of federal, state and local taxes, and any changes in the tax laws from the date of this Plan.

Senior Advisor Term. You will serve as a Senior Advisor as described herein for the period between October 1, 2020 and December 31, 2020 (the “Senior Advisor Term”). Notwithstanding the foregoing, please note that either you or the Company may earlier terminate this Senior Advisor engagement. During the Senior Advisor Term you will serve as senior advisor to the Company’s Chief Executive Officer (“CEO”), providing advice and assistance to the CEO and other services as reasonably requested by the CEO (the “Senior Advisor”). The Company will pay you a fee of $60,000.00 per month for your services (the “Senior Advisor Fee”), paid in accordance with the Company’s normal practices. In addition, the Company will reimburse you for business-related expenses incurred as a Senior Advisor, pursuant to the terms and conditions of applicable Company policies. Upon conclusion of the Senior Advisor Term, you will be entitled to payment of any due but unpaid Senior Advisor Fee for services performed prior to the conclusion of the Senior Advisor Term, without further obligation by the Company.

Information Furnished Advisor. The Trustees shall at all times keep the Advisor fully informed with regard to the investment policies of the Trust, the capitalization policy of the Trust, and generally the Trustees’ then-current intentions as to the future of the Trust. In particular, the Trustees shall notify the Advisor promptly of their intention to sell or otherwise dispose of any of the Trust’s investments or to make any new investments. The Trust shall furnish the Advisor with a certified copy of all financial statements, a signed copy of each report prepared by independent certified public accountants, and such other information with regard to its affairs as the Advisor may from time to time reasonably request. The Trust shall retain legal counsel and accountants to provide such legal and accounting advice and services as the Advisor or the Trustees shall deem necessary or appropriate to adequately perform the functions of the Trust, and shall have such legal counsel and accountants provide the Advisor with such legal or accounting opinions and advice as the Advisor shall reasonably request.

Advisor. The U.S. Borrower has engaged an advisory firm (“Advisor”) to provide certain advisory services pursuant to and as set forth in that certain Professional Services Agreement (“PSA”) dated as of December 17, 2019. On or before January 31, 2020 the U.S. Borrower shall deliver to the Agents a copy of the report prepared by Advisor in accordance with the PSA. The U.S. Borrower authorizes the Agents to communicate directly with Advisor and the U.S. Borrower will authorize and direct Advisor to communicate directly with the Agents with respect to matters concerning the PSA.