Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right (in consultation with the Borrower) to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing

Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. Agent will promptly notify Administrative Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Conforming Post-Petition Financings. If the ​ or any Revolving Credit Lender shall seek to provide any Loan Party with, or consent to a third party providing, any Post-Petition Financing, with such Post-Petition Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code or other applicable Law, would be Collateral), each of the FILO Secured Parties agrees and confirms that it shall be deemed to have consented to such Post-Petition Financing and to the Liens securing the same (or securing any claim for diminution in value in connection therewith) and that it shall not object to any such Post-Petition Financing or to the Liens securing the same (or securing any claim for diminution in value in connection therewith) (nor support any other Person objecting to such Post-Petition Financing or to the Liens securing the same (or securing any claim for diminution in value in connection therewith) or request the ​ make any such objection), on any grounds whatsoever so long as # the ​ retains its Lien on the Collateral to secure the FILO Obligations, subordinate to the Liens securing such Post-Petition Financing which satisfies the terms and conditions of this [Section 10.6] (and any Lien securing any claim for diminution in value in connection therewith), but otherwise with the same relative priority vis-a-vis other liens in the Collateral as existed immediately prior to the commencement of such Insolvency Proceeding; provided that, if in connection with any Post-Petition Financing provided, or consented to, by the ​ or any Revolving Credit Lender, any Liens on the Collateral held by the ​, or any Liens securing such Post-Petition Financing, are subject to a surcharge or are subject to a Carve Out, court ordered charge, fee or other similar interest or right, and so long as the amount of such surcharge, Carve Out, court ordered charge, fee or other similar interest or right is reasonable under the circumstances, then the Liens of the ​ on the Collateral securing the FILO Obligations shall also be subordinated to such surcharge, claim, Carve Out, court ordered charge, fee or other similar interest or right to the same extent as the Revolving Obligations and/or Post-Petition Financing, as applicable, # the aggregate principal amount of the unfunded commitments and loans and letter of credit accommodations outstanding under any such Post-Petition Financing, together with the aggregate Revolving Credit Outstandings (giving effect to any repayments), does not exceed the Maximum Revolving Insolvency Amount, # the agent under such Post-Petition Financing shall implement, and maintain, at all times, a reserve against all borrowing bases under such Post-Petition Financing in the amount of the Carve Out, # the agent under such Post-Petition Financing shall implement, and maintain, at all times, a reserve against all borrowing bases under such Post-Petition Financing in the amount of the FILO Deficiency Reserve, consistent with the terms of this Agreement, # such Post-Petition Financing shall not compel any Loan Party to seek confirmation of a specific plan of reorganization, unless the FILO Obligations shall be indefeasibly paid in full in cash on the effective date thereof, and # such Post-Petition Financing shall be subject to the same rights of the ​ and the FILO Lenders with respect to amendments, waivers and modifications as set forth in [Section 12.1] with respect to this Agreement and the other Loan Documents (a Post-Petition Financing complying with the provisions of this paragraph referred to herein as a “Conforming Post-Petition Financing”).

Conforming to state law

During Employee’s employment and for the Restricted Period (as defined below), Employee shall not engage in any Prohibited Activity anywhere in the world. For the purposes of this Agreement, # “Restricted Period” shall mean the later of # the period during which Employee is entitled to receive any payment pursuant to [Section 5(b)] of this Agreement, or # twelve (12) months following termination of this Agreement; and # “Prohibited Activity” shall mean the design, development, marketing, sale, re-sale, manufacture or distribution of home infusion products, or other similar activities, or the engagement in any other business in which the Company is actively engaged immediately prior to the commencement of the Restricted Period, in each case on Employee’s behalf or on behalf of another (including as a shareholder, member, employee, employer, owner, operator, manager, advisor, consultant, agent, partner, joint venturer or investor of another person or entity). Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information or other Confidential Information of the Company except as otherwise permitted hereunder.

Except in the performance of your duties hereunder, at no time during your employment with the Company or the Employer, or at any time thereafter, shall you, individually or jointly with others, for your benefit of or for the benefit of any third party, publish, disclose, use or authorize anyone else to publish, disclose or use any secret or confidential material or information relating to any aspect of the business or operations of the Employer, the Company or any of their affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors and other information or know-how of the Employer, the Company or any of their affiliates, except # to the extent required by law, regulation or valid subpoena, or # to the extent that such information or material becomes publicly known or available through no fault of your own.

Conforming to trade sanction laws

“(o) Benchmark Replacement Setting; Conforming Changes.

Non-Compete/Non-Solicitation. In consideration of the Grant, the Participant shall not during the course of employment for the Company and for a period of one (1) year subsequent to termination of employment for any reason, or such longer period of time as set forth in an employment agreement or any other agreement between the Participant and the Company, (the “Restrictive Period”), either individually or in partnership or in conjunction with any other person or persons, firm, association, syndicate, company, corporation or any other business entity, as principal, agent, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, own, manage, operate, control, be employed by, be engaged in, be interested in or advise any business entity or person, carrying on, engaged in, interested in or concerned with, any business activities anywhere in the world that reasonably compete with those business activities in which the Participant was engaged on behalf of the Company (whether directly or indirectly) at any time during the twelve (12) months prior to separation from the Company (the “Restricted Activities”). The Participant shall also not during the Restrictive Period contact any customers or former customers of the Company, in any manner, for the purpose of soliciting or accepting any business that competes with the Restricted Activities, or request, induce or advise any customers of the Company to withdraw, curtail or cancel their respective business with the Company. In addition, the Participant shall not during the Restrictive Period contact any employees of the Company for the purpose of inducing or otherwise encouraging said employees to leave their employment with the Company. The Participant hereby confirms that all restrictions and affirmative obligations contained in this [Section 10] are reasonable, valid and necessary to protect the Company’s legitimate business interests and the Participant hereby waives all defenses to the strict enforcement thereof by the Company. The Company agrees that the provisions of this [Section 10] shall not prevent the Participant from purchasing as a passive investor up to two percent (2%) of the outstanding publicly traded shares or other securities of any class of stock listed on a stock exchange.

In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of Executive’s employment with Adtalem, Executive has, and will continue to, become familiar with Adtalem's Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning Adtalem, its Affiliates, and their customers and suppliers and that Executive’s services have been and will be of special, unique and extraordinary value to Adtalem and its Affiliates. The Executive agrees that, during the Employment Period and continuing for, as applicable, # eighteen (18) months thereafter, regardless of the reason for the termination of Executive's employment other than under [Section 9(a)] above or # twenty-four (24) months in the event of a termination under [Section 9(a)] above (the "Restricted Period"), the Executive will not, directly or indirectly, anywhere in the Restricted Area: