Purchase Entirely for the Purchaser’s Own Account. The Purchaser is purchasing the Shares in the ordinary course of business for investment purposes only for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares.

Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to [Section 2.6(d)]. Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Revolving Loan or Swing Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.

Account Party. The Borrowers hereby authorize and direct any Letter of Credit Issuer to name the Borrower as the “Account Party” therein and to deliver to the Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

Account Adjustments. Each Account shall be adjusted to reflect investment gain or loss on any balance in the Account as of the close of the immediately preceding Accounting Date. The adjustment shall be the same as what would actually have been recognized if the Account had been invested in the Qualified Plan under the investment options actually selected (or deemed selected) by the Participant hereunder.

Income Account. The account will be credited with the amount deferred, and interest shall begin to accrue, as of the date the Non-Employee Director’s cash compensation is payable. Interest is credited at a rate equal to the simple combined average of the monthly Aa Industrial Bond yield averages for the immediately preceding calendar quarter as reported in Moody’s Bond Record. Interest is compounded quarterly. Amounts credited to the Income Account shall be distributed either in a single payment or in substantially equal quarterly, semi-annual or annual installments (over a period not to exceed 15 years), as specified by the Non-Employee Director on the deferral election form. If a Non-Employee Director fails to specify the manner in which the Income Account shall be distributed, then it shall be distributed in a single payment.

Cash Account. Adtalem shall maintain an account (the “Account”) on its books in the name of the Participant which shall reflect the amount of the Cash Award to the Participant and that is not yet vested. Until the Cash Award vest, it just represents Adtalem’s unsecured promise to pay to the Participant cash upon vesting.

Simultaneously with the occurrence of Completion of the Project, [[Borrower:Organization]] shall enter into a Lockbox Agreement with a Lockbox Bank selected by [[Borrower:Organization]] and acceptable to [[Lender:Organization]]. Thereafter, [[Borrower:Organization]] shall maintain the Lockbox Account for the term of the Loan, which Lockbox Account shall be under the sole dominion and control of [[Lender:Organization]] (subject to the terms hereof and of the Lockbox Agreement). Pursuant to the terms of the Lockbox Agreement, the Lockbox Bank shall, at the direction of [[Lender:Organization]] (which may not be given until the first commencement of a Trigger Period hereunder), establish the Lockbox Account, which Lockbox Account shall be under the sole dominion and control of [[Lender:Organization]] (subject to the terms hereof and of the Lockbox Agreement); once established, [[Borrower:Organization]] shall maintain the Lockbox Account for the term of the Loan. The Lockbox Account shall have a title evidencing the foregoing in a manner acceptable to [[Lender:Organization]]. [[Borrower:Organization]] hereby grants to [[Lender:Organization]] a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of [[Lender:Organization]] a perfected first priority security interest in the Lockbox Account. [[Borrower:Organization]] hereby authorizes [[Lender:Organization]] to file [[Identifier]] Financing Statements and continuations thereof to perfect [[Lender:Organization]]’s security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by [[Borrower:Organization]]. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. [[Borrower:Organization]] shall not alter or modify either the Lockbox Account or the Lockbox Agreement, in each case without the prior written consent of [[Lender:Organization]]. The Lockbox Agreement shall provide (and [[Borrower:Organization]] shall provide) [[Lender:Organization]] online access to bank and other financial statements relating to the

Deferral Account. Deferral Account means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the Eligible Employee’s Deferral Amounts and Deferral Incentive credits.

Memorandum Account. The Participant’s Award of Restricted Stock Units shall be recorded in a memorandum account.

Permit any amounts in the PayPal Account to not be transferred to the Designated Account by monthly sweep before the last Business Day of each month; or