Outplacement Assistance. To assist you in obtaining replacement employment, the Company will reimburse you for the cost, up to a maximum reimbursement amount, of outplacement services during the first twelve months following your termination. The Plan Administrator will establish, and notify you personally, of the maximum reimbursement amount that applies to your position.

Assistance in Proceedings. During the Employment Period and thereafter, the Executive will cooperate with ​ in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by ​ (including, without limitation, the Executive being available to ​ upon reasonable notice for interviews and factual investigations, appearing at ​’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to ​ all pertinent information and turning over to ​ all relevant documents which are or may come into the Executive’s possession, all at times and on schedules that are reasonably consistent with the Executive’s other permitted activities and commitments). In the event ​ requires the Executive’s cooperation in accordance with this Section 27, ​ will pay the Executive a reasonable per diem as determined by the Board and reimburse the Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).

Assistance in Proceedings. During the Employment Period and thereafter, the Executive will cooperate with Adtalem in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Adtalem (including, without limitation, the Executive being available to Adtalem upon reasonable notice for interviews and factual investigations, appearing at Adtalem’s request to give testimony without requiring service of a subpoena or other legal process, providing to Adtalem all pertinent information and turning over to Adtalem all relevant documents which are or may come into the Executive's possession, all at times and on schedules that are reasonably consistent with the Executive’s other permitted activities and commitments). In the event Adtalem requires the Executive’s cooperation in accordance with this [Section 27], Adtalem will pay the Executive a reasonable per diem as determined by the Board and reimburse the Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).

Information and Assistance. It shall also do all such things and execute all such documents as the Beneficiaries may reasonably consider necessary or desirable to give full effect to this Agreement and to perfect and preserve the rights and powers of any Beneficiary hereunder or with respect hereto.

Assistance in Proceedings. During the Employment Period and thereafter, the Executive will cooperate with Adtalem in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by Adtalem (including, without

Assistance in Litigation. Employee shall upon reasonable notice and without compulsion of law (e.g., subpoena), furnish accurate and complete information and other assistance to the Company as the Company may reasonably require in connection with any litigation, proceeding, or dispute to which the Company is, or may become, a party, or in which it may otherwise become involved, either during or after Employee’s employment; provided, if such assistance shall occur after termination of Employee’s employment, the Company shall reimburse Employee for his reasonable expenses incurred in connection with such assistance, including, without limitation, as relevant transportation, meals and lodging, and shall also pay Employee a consulting fee of $200 per hour, as compensation for his inconvenience and the disruption of his other endeavors.

Assistance with Litigation. For one year after the Employment Term, subject to her availability after allowing for her other business and personal duties and obligations, Executive will make herself reasonably available to the Company to assist it in connection with litigation in which the Company or an Affiliate is then or may become involved. The Company shall compensate Executive for these services at a daily rate of $3,750.

Assistance and Witness. You agree to fully cooperate and assist the Company with a smooth transition of your duties. You also agree to cooperate with the Company in all investigations of any kind and in providing truthful testimony as a witness or a declarant in connection with any present or future court, administrative, agency, or arbitration proceeding involving the Company and as to which you have relevant information. You will also assist the Company during all phases of any judicial, administrative, agency, or arbitration proceeding involving the Company and as to which you have relevant information including, without limitation, assisting and cooperating in the preparation and review of documents and meeting with counsel. The Company will reimburse you for reasonable expenses incurred in connection with such cooperation and you will be compensated at an hourly rate of $180 per hour for time reasonably spent in connection with such cooperation, subject to you presenting evidence to the Company of the time spent. You agree not to act voluntarily as a witness, consultant or expert for any person or party in any action against or involving the Company. You further agree that if contacted by any third party, including such third party’s agent or attorney, regarding any anticipated or pending legal action, you will immediately notify the Company by contacting PotashCorp’s General Counsel c/o PCS Administration (USA), Inc., 1101 Skokie Boulevard, [[Address A:Address]]. Notwithstanding this paragraph 7, nothing in this Letter Agreement is intended to interfere with your right to participate in an agency investigation.

Assistance in Proceedings. During the Employment Period and thereafter, the Executive will cooperate with DeVry Group in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by DeVry Group (including, without limitation, the Executive being available to DeVry Group upon reasonable notice for interviews and factual investigations, appearing at DeVry Group’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to DeVry Group all pertinent information and turning over to DeVry Group all relevant documents which are or may come into the Executive's possession, all at times and on schedules that are reasonably consistent with the Executive’s other permitted activities and commitments). In the event DeVry Group requires the Executive’s cooperation in accordance with this Section 27, DeVry Group will pay the Executive a reasonable per diem as determined by the Board and reimburse the Executive for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).

Further Assurances. The Borrower shall, and shall cause each other Loan Party to, execute any and all further documents, agreements and instruments, and take all further actions, as may be required under Applicable Law or as the Agent may reasonably request, in order to effect the purposes of this Amendment.