Outplacement Assistance. Eligible Executives will be eligible for payment or reimbursement by the Company of reasonable expenses incurred for outplacement services performed by an independent executive outplacement consulting firm selected by the Company, for up to the period set forth in the following chart, and the cost of outplacement services shall be paid or reimbursed no later than the end of the second year following the year in which the Eligible Executive incurred a termination or resignation of employment with the Company or any of its Subsidiaries. The maximum outplacement assistance payment or reimbursement shall be $40,000 for the Chief Executive Officer, and $25,000 for other members of the Executive Team.

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 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, volunteering 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 ​ 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 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 to Company. Collaborate with the Company and assist the Company in carrying out the terms and conditions of the Offering;

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).

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.

Further Assurances. The parties agree: to furnish upon request to each other such further information; to execute and deliver to each other such other documents; and to do such other acts and things, all as the other party or parties may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.