Median Group Inc., a company incorporated in the state of Texas, U.S.A. and having its correspondence office at 17.1, Level 17, Tower 2, Bank Rakyat Twin Tower, No. 33, Jalan Rakyat, 50470 Kuala Lumpur, Malaysia (the "Purchaser" or "MGI").

Any Employee covered by a collective bargaining agreement except to the extent otherwise provided under Income Tax Regulation 1.414(q)-lT;

Group Health Benefits. Should the Executive elect and be eligible to continue receiving group medical insurance pursuant to the "COBRA" law, the Company will, for the shorter of # the Benefit Period following the Executive's Separation Date determined in accordance with [Section 2(a)(i)-(iv)])] hereof and # until the Executive becomes eligible for group health benefits from a subsequent employer, continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage. The continuing health benefit coverage provided by the Company shall be applicable to the Executive, as well as all eligible dependents of Executive who were receiving health benefit coverage from the Company as of the Separation Date. The remaining balance of any premium costs shall be paid by the Executive on a monthly basis for as long as, and to the extent that, the Executive remains eligible for COBRA continuation.

Group Health Insurance Coverage. Employee’s group health insurance shall continue through the Separation Date. After such date, the Employee may elect to continue group health insurance at Employee’s own expense to the extent permitted by applicable law and in accordance with the group health insurance plan. Additional information about continuation coverage will be provided separately by the plan administrator.

The Facility Agent, the Arranger and the Coordinators may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

Signature Group Holdings, Inc. and other co-investors reasonably acceptable to GE Capital shall have invested a minimum of 30% of the total pro forma capitalization (including debt and equity) of the acquired business on the closing date of the Transaction in the form of cash equity (including ​ of preferred equity issued to Aleris Corporation or an affiliate) on terms and conditions reasonably acceptable to GE Capital (collectively, the “Specified Equity Issuance”). The Group shall have raised at least ​ in gross cash proceeds from the issuance of indebtedness in a private placement having such terms and provisions as are reasonably acceptable to GE Capital.

Competition With the Corporation Group. In order to protect the Corporation Group’s goodwill and investments in research and development and Customer and business relationships and to prevent the disclosure of the Corporation Group’s confidential and trade secret information, thereby promoting the long-term success of the Corporation Group’s business, you agree to the following:

Return of DeVry Group Property. The Executive acknowledges and agrees that all notes, records, reports, sketches, plans, unpublished memoranda or other documents, whether in paper, electronic or other form (and all copies thereof), held by the Executive concerning any information relating to the business of DeVry Group or its Affiliates, whether confidential or not, are the property of DeVry Group and its Affiliates. The Executive will immediately deliver to DeVry Group at the termination or expiration of the Employment Period, or at any other time the CEO may request, all equipment, files, property, memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and all electronic, paper or other copies thereof) belonging to DeVry Group or its Affiliates which includes, but is not limited to, any materials that contain, embody or relate to the Confidential Information, Work Product or the business of DeVry Group or its Affiliates, which Executive may then possess or have under Executive’s control. The Executive will take any and all actions reasonably deemed necessary or appropriate by DeVry Group or its Affiliates from time to time in its sole discretion to ensure the continued confidentiality and protection of the Confidential Information. The Executive will notify DeVry Group and the appropriate Affiliates promptly and in writing of any circumstances of which the Executive has knowledge relating to any possession or use of any Confidential Information by any Person other than those authorized by the terms of this Agreement.

Obligations of DeVry Group upon Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Change in Control Period, DeVry Group shall provide the Executive’s estate or beneficiaries with the Accrued Benefits, and shall have no other severance obligations under this Agreement. The Accrued Benefits shall be paid to the Executive’s estate or beneficiary, as applicable, within thirty (30) days following the Termination Date.

Guarantee of The Goldman Sachs Group, Inc. The obligations of ​ in respect of each Transaction hereunder will be guaranteed by The Goldman Sachs Group, Inc. pursuant to # the General Guarantee Agreement, dated ​, made by The Goldman Sachs Group, Inc. relating to certain obligations of ​ (available as [Exhibit 10.45] to The Goldman Sachs Group, Inc. Annual Report on Form 10-K for the fiscal year ended ​), or # any replacement or successor guarantee, which may be in the form of a general guarantee or a guarantee that specifically references the Transactions. The parties agree and acknowledge that any such guarantee shall not be a Credit Support Document hereunder, and that the Goldman Sachs Group, Inc. shall not be a Credit Support Provider hereunder.