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Section 1: 8-K (ADTALEM GLOBAL EDUCATION INC. 8-K)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________

FORM 8-K
__________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported)

April 13, 2018
__________

Adtalem Global Education Inc.
(Exact name of registrant as specified in its charter)

DELAWARE
36-3150143
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
500 WEST MONROE
60661
CHICAGO, ILLINOIS
(Zip Code)
(Address of principal executive offices)
 

(630) 515-7700
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
__________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01                          Entry into a Material Definitive Agreement.

On April 13, 2018, Adtalem Global Education Inc. (“Adtalem”) entered into a  Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent (“Agent”), swingline lender and letter of credit issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of Montreal, Fifth Third Bank and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners; PNC Bank, National Association, Bank of Montreal and Fifth Third Bank, as co-syndication agents; The Northern Trust Company, as documentation agent; and other lenders party thereto.  The Credit Agreement replaces Adtalem’s prior $400 million Credit Agreement (the “Prior Credit Agreement”), dated March 31, 2015.  Proceeds from borrowings under the Credit Agreement will be used to finance working capital and capital expenditures, to support the issuance of standby letters of credit, to make restricted payments, to make permitted acquisitions, and for other general corporate purposes.
 
The Credit Agreement provides for (a) a five-year multi-currency revolving credit facility in the amount of $300 million (the “Aggregate Revolving Commitment”) with up to $200 million available in currencies other than United States Dollars and up to $100 million available for letters of credit to Adtalem and certain designated subsidiary borrowers (together with Adtalem, collectively,  the “Borrowers”) and (b) a seven-year Term B loan facility in the amount of $300 million.  Subject to certain conditions set forth in the Credit Agreement, Adtalem may elect to increase the Aggregate Revolving Commitment and/or request additional term loans in an aggregate amount up to $250 million.  

Adtalem may select interest rates for borrowings under the Aggregate Revolving Commitment equal to (a) LIBOR or a LIBOR-equivalent rate for eurocurrency rate loans or a base rate, plus (b) an applicable rate based on the consolidated leverage ratio (as defined in the Credit Agreement) of Adtalem and its subsidiaries.   The applicable rate ranges from 1.75% to 2.75% for LIBOR rate loans, and from 0.75% to 1.75% for base rate loans.  Adtalem will incur a commitment fee with respect to the unused portion of the Aggregate Revolving Commitment at an applicable rate based on the consolidated leverage ratio ranging from 0.35% to 0.45%.  Adtalem may select interest rates applicable to the Term B loans equal to (a) LIBOR or a LIBOR-equivalent rate for eurocurrency rate loans plus 3.00% or (b) a base rate plus 2.00%.
 
The Credit Agreement contains customary affirmative, negative and financial covenants, representations, warranties, events of default and remedies upon default including acceleration, and borrowing conditions.  After the end of each of Adtalem’s fiscal years commencing with the fiscal year ending June 30, 2019, Adtalem is required to prepay the Term B loans in amount equal to 50% of consolidated excess cash flow (as defined in the Credit Agreement) for such fiscal year unless the consolidated leverage ratio is less than or equal to 1.75 to 1.00.  Adtalem and certain of its subsidiaries guaranteed the obligations of the Borrowers and have pledged the equity interests of certain of their respective subsidiaries.  Adtalem and certain of its U.S. subsidiaries have granted a security interest in favor of Agent in all of their property (other than real estate and other certain excluded property) to secure the payment and performance of the obligations under the Credit Agreement. Full details of the Credit Agreement are contained in the agreement included as Exhibit 10.1 to this Form 8-K.  Currently, a letter of credit with an original face amount of $68,435,908 and $300 million of term loans are outstanding under the Credit Agreement.
 
There is no material relationship between Adtalem or any of its subsidiaries or affiliates and any of the lenders or the Agent, other than in respect of the Credit Agreement and certain banking relationships all entered into in the ordinary course of business.
 
Item 1.02                          Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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Item 9.01                          Financial Statements and Exhibits.

(d)   Exhibits
 
.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  ADTALEM GLOBAL EDUCATION INC.  
   (Registrant)  
       
Date: April 19, 2018
By:
/s/ Stephen W. Beard  
    Stephen W. Beard  
    Senior Vice President, General Counsel  
       
       
       
       
       
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Section 2: EX-10.1 (EXHIBIT 10.1)


EXECUTION VERSION
EXHIBIT 10.1
                                                                                                                                        

DEAL CUSIP: 00737RAA8
REVOLVER CUSIP: 00737RAB6
TERM B CUSIP: 00737RAC4


 

 
CREDIT AGREEMENT
 
dated as of April 13, 2018
among
ADTALEM GLOBAL EDUCATION INC.
 
and
CERTAIN SUBSIDIARIES OF ADTALEM GLOBAL EDUCATION INC.
IDENTIFIED HEREIN
as the Borrowers,
 
BANK  OF AMERICA, N.A.,
 
as Administrative Agent, Swingline Lender and
 
L/C Issuer,
 

The Other Lenders Party Hereto
 



 
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
BANK OF MONTREAL,
FIFTH THIRD BANK
and
PNC CAPITAL MARKETS LLC,
as Joint Lead Arrangers and Joint Bookrunners,
BANK OF MONTREAL, FIFTH THIRD BANK,
and
PNC BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents
 
THE  NORTHERN TRUST COMPANY,
as Documentation Agent
 


 

 
TABLE OF CONTENTS

     
PAGE
       
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
 1
   
1.1
 
Defined Terms
 1
1.2
 
Other Interpretive Provisions
 33
1.3
 
Accounting Terms
 34
1.4
 
Rounding
 34
1.5
 
References to Agreements and Laws
 34
1.6
 
Times of Day
 34
1.7
 
Exchange Rates; Currency Equivalents
 34
1.8
 
Additional Alternative Currencies
 35
1.9
 
Change of Currency
 36
1.10
 
Letter of Credit Amounts
 36
1.11
 
Limited Condition Acquisition
 37
       
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
 37
   
2.1
 
Revolving Loans and Term Loans
 38
2.2
 
Borrowings, Conversions and Continuations
 38
2.3
 
Letters of Credit
 40
2.4
 
Swingline Loans
 49
2.5
 
Prepayments
 52
2.6
 
Termination or Reduction of Commitments
 55
2.7
 
Repayment of Loans
 56
2.8
 
Interest
 56
2.9
 
Fees
 56
2.10
 
Computation of Interest and Fees
 57
2.11
 
Evidence of Debt
 57
2.12
 
Payments Generally; Administrative Agent’s Clawback
 58
2.13
 
Sharing of Payments
 59
2.14
 
Incremental Facilities
 60
2.15
 
Cash Collateral
 63
2.16
 
Defaulting Lenders
 64
2.17
 
Designated Borrowers
 66
2.18
 
Refinancing Loans
 67
       
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
 68
   
3.1
 
Taxes
 69
3.2
 
Illegality
 72
3.3
 
Inability to Determine Rates
 73
3.4
 
Increased Costs; Reserves on Eurocurrency Rate Loans
 74
3.5
 
Compensation for Losses
 76
3.6
 
Mitigation Obligations; Replacement of Lenders
 76
3.7
 
Successor LIBOR
 77
3.8
 
Survival
 78
       
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 78
   
4.1
 
Conditions of Initial Credit Extension
 78
4.2
 
Conditions to all Credit Extensions
 80
 
i

 
ARTICLE V. REPRESENTATIONS AND WARRANTIES
80
   
5.1
 
Existence, Qualification and Power; Compliance with Laws
 81
5.2
 
Authorization; No Contravention
 81
5.3
 
Governmental Authorization; Other Consents
 81
5.4
 
Binding Effect
 81
5.5
 
Financial Statements; No Material Adverse Effect
 81
5.6
 
Litigation
 82
5.7
 
No Default
 82
5.8
 
Ownership of Property; Liens
 82
5.9
 
Environmental Compliance
 82
5.10
 
Insurance
 82
5.11
 
Taxes
 83
5.12
 
ERISA Compliance
 83
5.13
 
Subsidiaries
 83
5.14
 
Margin Regulations; Investment Company Act
 83
5.15
 
OFAC; Anti-Corruption Laws
 84
5.16
 
Disclosure
 84
5.17
 
Compliance with Laws
 84
5.18
 
Intellectual Property; Licenses, Etc
 85
5.19
 
Guaranties
 85
5.20
 
Collateral Documents
 85
5.21
 
Solvency
 85
5.22
 
EEA Financial Institution
85
       
ARTICLE VI. AFFIRMATIVE COVENANTS
 86
   
6.1
 
Financial Statements
 86
6.2
 
Certificates; Other Information
 86
6.3
 
Notices
 88
6.4
 
Payment of Obligations
 88
6.5
 
Preservation of Existence, Etc
 88
6.6
 
Maintenance of Properties
 89
6.7
 
Maintenance of Insurance
89
6.8
 
Compliance with Laws
 89
6.9
 
Books and Records
 89
6.10
 
Inspection Rights
 89
6.11
 
Use of Proceeds
 90
6.12
 
Additional Guarantors
 90
6.13
 
Pledged Assets
 91
6.14
 
Anti-Corruption Laws
 92
       
ARTICLE VII. NEGATIVE COVENANTS
 92
   
7.1
 
Liens
 92
7.2
 
Investments
 94
7.3
 
Indebtedness
 94
7.4
 
Fundamental Changes
 96
7.5
 
Dispositions
 96
7.6
 
Restricted Payments
 97
7.7
 
Change in Nature of Business
 97
7.8
 
Transactions with Affiliates
 97
7.9
 
Burdensome Agreements
 97
 
ii

 
7.10
 
Use of Proceeds
 98
7.11
 
Sanctions
 99
7.12
 
Sale and Leaseback
 99
7.13
 
ERISA
 99
7.14
 
Anti-Corruption Laws
 99
7.15
 
Financial Covenants
 99
       
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
 100
   
8.1
 
Events of Default
 100
8.2
 
Remedies Upon Event of Default
 102
8.3
 
Application of Funds
 103
       
ARTICLE IX. ADMINISTRATIVE AGENT
 104
   
9.1
 
Appointment and Authority
 104
9.2
 
Rights as a Lender
 105
9.3
 
Exculpatory Provisions
 105
9.4
 
Reliance by Administrative Agent
 106
9.5
 
Delegation of Duties
 107
9.6
 
Resignation of Administrative Agent
 107
9.7
 
Non-Reliance on Administrative Agent and Other Lenders
 108
9.8
 
No Other Duties; Etc
 108
9.9
 
Administrative Agent May File Proofs of Claim; Credit Bidding
109
9.10
 
Collateral and Guaranty Matters
 110
9.11
 
Specified Cash Management Agreements and Specified Swap Contracts
 111
9.12
 
ERISA Matters
 111
       
ARTICLE X. CONTINUING GUARANTY
 113
   
10.1
 
Guaranty
 113
10.2
 
No Termination
 113
10.3
 
Waiver of Notices
 113
10.4
 
Subrogation
 113
10.5
 
Waiver of Suretyship Defenses
 114
10.6
 
Exhaustion of Other Remedies Not Required
 114
10.7
 
Reinstatement
 114
10.8
 
Subordination
 114
10.9
 
Stay of Acceleration
 115
10.10
 
Condition of Designated Borrowers
 115
       
ARTICLE XI. MISCELLANEOUS
 115
   
11.1
 
Amendments, Etc
 115
11.2
 
Notices; Effectiveness; Electronic Communication
 119
11.3
 
No Waiver; Cumulative Remedies; Enforcement
 121
11.4
 
Expenses; Indemnity; and Damage Waiver
 122
11.5
 
Payments Set Aside
 124
11.6
 
Successors and Assigns
 124
11.7
 
Confidentiality
 129
11.8
 
Set-off
 130
11.9
 
Interest Rate Limitation
 131
11.10
 
Counterparts
 131
11.11
 
Integration
 131
11.12
 
Survival of Representations and Warranties
 131
 
iii

 
11.13
 
Severability
131
11.14
 
[Reserved]
 132
11.15
 
Replacement of Lenders
132
11.16
 
Governing Law
133
11.17
 
Service of Process on the Designated Borrowers
 134
11.18
 
Waiver of Right to Trial by Jury
 134
11.19
 
Judgment Currency
 135
11.20
 
Obligations of Adtalem
 135
11.21
 
Authorization of Collateral Documents
 135
11.22
 
USA PATRIOT Act Notice
 135
11.23
 
No Advisory or Fiduciary Responsibility
 135
11.24
 
Electronic Execution of Assignments and Certain Other Documents
 136
11.25
 
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
 136
       
ARTICLE XII. COLLECTION ALLOCATION MECHANISM
 137
   
12.1
 
Implementation of CAM
 137
12.2
 
Letters of Credit
 137
12.3
 
Provisions Solely to Effect Intercreditor Relationships
 139
12.4
 
Application of this Article
 139
 
iv

SCHEDULES
 
   
1.1A
 
Existing Letters of Credit
 
2.1
 
Commitments and Pro Rata Shares
 
5.13
 
Subsidiaries and Other Equity Investments
 
5.18
 
IP Rights
 
7.1
 
Existing Liens
 
7.3
 
Existing Indebtedness
 
11.2
 
Administrative Agent’s Office, Certain Addresses for Notices
 
       
EXHIBITS
 
Form of    
     
A
 
Loan Notice
 
B
 
Swingline Loan Notice
 
C-1
 
Adtalem Note
 
C-2
 
Designated Borrower Note
 
D
 
Compliance Certificate
 
E
 
Assignment and Assumption
 
F-1
 
U.S. Subsidiary Guaranty
 
F-2
 
Offshore Guaranty
 
G
 
Security Agreement
 
H
 
Administrative Questionnaire
 
I
 
Designated Borrower Request
 
J
 
Designated Borrower Joinder Agreement
 
K
 
Secured Party Designation Notice
 
L
 
Notice of Loan Prepayment
 
v

 
CREDIT AGREEMENT
 

This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 13, 2018, among Adtalem Global Education Inc., a Delaware corporation (“Adtalem”), certain Subsidiaries of Adtalem party hereto pursuant to Section 2.17 (each a “Designated Borrower” and together with Adtalem, each a “Borrower” and collectively the “Borrowers”), each Lender from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
 
Adtalem has requested that the Lenders provide a senior credit facility for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.
 
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE I. DEFINITIONS AND
 
ACCOUNTING TERMS
 
1.1
Defined Terms.
 
Accreditation” means the status of public recognition granted by any Accrediting Body to an educational institution that meets the Accrediting Body’s standards and requirements.
 
Accrediting Body” means any entity or organization which engages in granting or withholding Accreditation or similar approval for private post-secondary schools and educational programs, in accordance with standards relating to the performance, operation, financial condition and/or educational quality of such schools and programs, including, without limitation, the Accrediting Commission for Career Schools and Colleges of Technology.
 
Acquired Entity” means any Person or assets, as the case may be, acquired through an Acquisition.
Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary before giving effect to such merger or consolidation, provided that Adtalem or the Subsidiary is the surviving entity).
 
Administrative Agent” means Bank of America (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
 
Administrative Agents Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.2 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrowers and the Lenders.
Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit H or any other form approved by the Administrative  Agent.
 
Adtalem Guaranty” means the guaranty of Adtalem pursuant to Article X.

 
Adtalem Note” means a promissory note made by Adtalem in favor of a Lender, substantially in the form of Exhibit C-1.
 
Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.
 
Agreement” has the meaning specified in the introductory paragraph hereto.
Aggregate Revolving Commitments” means the Revolving Commitments of all the Revolving Lenders.      The initial amount of the Aggregate Revolving Commitments in effect on the Closing Date is
$300,000,000.
Alternative Currency” means each of Euro, Sterling, Canadian Dollars, Australian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.8; provided that for each Alternative Currency, such requested currency is an Eligible Currency.
 
Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
 
Alternative Currency Sublimit” means an amount equal to the lesser of the Aggregate Revolving Commitments and $200,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a Eurocurrency Rate or Base Rate floor or otherwise, in each case, incurred or payable by the Borrowers generally to all lenders of such Indebtedness; provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided, further, that “All-In Yield” shall not include arrangement, structuring, commitment, underwriting or other similar fees (regardless of whether paid in whole or in part to any lenders) not paid generally to all lenders of such Indebtedness.
 
Applicable Rate” means (a) with respect to the Term B Loan, 3.00% per annum in the case of Eurocurrency Rate Loans and 2.00% per annum in the case of Base Rate Loans, and (b) with respect to Revolving Loans, Swingline Loans, Letter of Credit Fees and the commitment fee payable pursuant to Section 2.9(a), the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the  Administrative  Agent  pursuant  to  Section 6.2(b):
 
Applicable Rate
 
Pricing Level
 
Consolidated Leverage Ratio
 
 
Commitment Fee
Eurocurrency Rate Loans and Letters of Credit
 
Base Rate Loans
1
≥ 2.00:1
0.45%
2.75%
1.75%
2
≥ 1.00:1 but < 2.00:1
0.40%
2.25%
1.25%
2

3
< 1.00:1
0.35%
1.75%
0.75%
 
 
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.2(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Revolving Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered in accordance with Section 6.2(b), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date a Compliance  Certificate  is  delivered pursuant to Section 6.2(b) for the fiscal quarter ending June 30, 2018 shall be determined based upon Pricing Level 2.
 
Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 
Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
 
Attorney Costs” means and includes all reasonable and documented out-of-pocket fees, expenses and disbursements of any law firm or other external counsel.
 
Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital  lease.
 
Audited Financial Statements” means the audited consolidated balance sheet of Adtalem and its Subsidiaries for the fiscal year ended June 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Adtalem and its Subsidiaries, including the notes thereto.
 
Australian Dollar” means the lawful currency of Australia.
 
Auto-Extension Letter of Credit” has the meaning specified in Section 2.3(b)(iii).
 
Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.6, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.2.
3

 
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
 
Bank of America” means Bank of America, N.A. and its  successors.
 
Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et. seq.).
 
Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time  to time by Bank of America as its “prime rate” and (c) the Eurocurrency Rate plus 1.0%; and if Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
 
Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars and shall only be advanced to Borrowers maintaining a Dollar denominated deposit account in the United States.
 
Base Rate Revolving Loan” means a Revolving Loan that is a Base Rate Loan.

Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 
Borrower” means Adtalem or the applicable Designated Borrower, as the context may   require.
 
Borrower Materials” has the meaning specified in Section 6.2.   “Borrowers” has the meaning specified in the introductory paragraph hereto.
 
Borrowing” means a borrowing consisting of simultaneous Loans of the same Type, in the same currency, and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of  the Lenders pursuant to Section 2.1.
 
Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and: (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market; (b) if such day relates to any interest rate
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settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in  a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.
 
CAM” shall mean the mechanism for the allocation and exchange of interests in the revolving loan and term loan facilities under this Agreement and collections thereunder established under Article XII.
 
CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in Section 12.1.
 
CAM Exchange Date” shall mean the first date after the Closing Date on which there shall occur any event described in Section 8.1(f) or 8.1(g) with respect to any Borrower.
 
CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal to nine (9) decimal places, of which (a) the numerator shall be the sum, without duplication of (i) the aggregate Designated Obligations owed to such Lender, plus, (ii) such Lender’s Pro Rata Share in the aggregate outstanding L/C Obligation and Swingline Loans, in each case, immediately prior to the CAM Exchange Date, and (b) the denominator shall be the sum, without duplication, of (x) the aggregate Designated Obligations owed to all the Lenders, plus, (y) the aggregate outstanding L/C Obligations and Swingline Loans, in each case, immediately prior to such CAM Exchange Date. For purposes of computing each Lender’s CAM Percentage, all Obligations which shall be denominated in an Alternative Currency shall,  for purposes of this calculation, be deemed converted into its Dollar Equivalent on the CAM Exchange Date.
 
 
CAM Tranche” means a category of Commitments and extensions of credit thereunder; provided that, each of the following shall comprise a separate CAM Tranche: (i) Letters of Credit issued for the account of, and the Swingline Loans and Revolving Loans made to, Adtalem, (ii) Letters of Credit issued for the account of, and Revolving Loans made to, any Designated Borrower, (iii) the Term B Loans, (iv)  the Incremental Tranche A Term Loans (if any) and (v) the Incremental Tranche B Term Loans (if any).
 
Canadian Dollar” and “C$” mean the lawful currency of Canada.
 
Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds  of such cash collateral and other credit support.
 
Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit  cards,  p-cards  (including  purchasing  cards  and  commercial  cards),  funds  transfer,    automated
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clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management   services.
Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation   or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 
Change of Control” means an event or series of events by which:
 
(a)            any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the Equity Interests of Adtalem entitled to vote for members of the board of directors or equivalent governing body of Adtalem on a fully-diluted basis (and taking into account all such Equity Interests that such person or group has the right to acquire pursuant to any option right);
 
(b)            during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Adtalem cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
 
(c)            Adtalem fails to own and control, directly or indirectly, 100% of the outstanding Equity Interests (other than (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the extent required by applicable Law) of any Designated Borrower.
 
Closing Certificate” has the meaning specified in Section 4.1(a)(xii). “Closing Date” means April 13, 2018.
 
Code” means the Internal Revenue Code of 1986, as amended.
 
Cohort Default Rate” shall have the meaning as provided in 34 C.F.R. Section 668 Subpart M.
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Collateral” means a collective reference to all property with respect to which Liens in favor of the Administrative Agent are purported to be granted pursuant to and in accordance with the Collateral Documents.
 
Collateral Documents” means a collective reference to the Security Agreement and other security or pledge agreements or documents as may be executed and delivered by any Loan Party pursuant to the terms of Section 6.13 or any of the Loan Documents.
 
Commitment” means, as to each Lender, the Revolving Commitment of such Lender and/or the Term B Loan Commitment of such Lender, and shall include, as the context requires, any unfunded commitment of such Lender to fund any portion of an Incremental Term  Loan.
 
Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).
 
Compliance Certificate” means a certificate substantially in the form of Exhibit D.
 
Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 
Consolidated EBITDA” means, for any period, for Adtalem and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period,  plus
 
(a)            the following to the extent deducted in calculating such Consolidated Net Income:
 
(i)  Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes based on or measured by income used or included in the determination of such Consolidated Net Income, (iii) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income, (iv) all non-cash expenses incurred for the issuance of employee stock options and other stock based compensation in accordance with Financial Accounting Standards Board Statement No. 123 (revised 2004), (v) all non-cash and nonrecurring charges, (vi) transaction costs and expenses incurred in connection with any consummated capital markets transaction, including any Permitted Acquisition (and any financing thereof, whether or not successful), Investment, issuance of Equity Interests or issuance of Indebtedness, in each case   to the extent permitted by this Agreement, and (vii) cash or non-cash charges, payments, costs, expenses, or losses relating to the DVU Divestiture or the restructuring, closure or consolidation of schools, lease terminations, severance and relocation with respect to the personnel, assets and operations of Adtalem and its Subsidiaries in an aggregate amount not to exceed (A) $40,000,000 during any twelve month period ending on or prior to March 31, 2021 and (B) $30,000,000 during any twelve month period ending after March 31, 2021, minus
 
(b)            to the extent included in such Consolidated Net Income, all nonrecurring and non- cash gains for such period.
 
For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each such period, a “Reference Period”), (i) if at any time during such Reference Period, Adtalem or any of its Subsidiaries shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period, or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii)    if during such Reference Period Adtalem or any of its Subsidiaries shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving Pro Forma Effect thereto.
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Consolidated EBITR” means, for any period, for Adtalem and its Subsidiaries on a consolidated basis, an amount equal to Consolidated EBITDA for such period (calculated without  giving effect to the  last sentence of the definition thereof), minus (i) the amount of depreciation and amortization expense deducted in the determination of Consolidated Net Income for such period, plus (ii) Consolidated Rental Payments deducted in the determination of Consolidated Net Income for such period.
 
Consolidated Excess Cash Flow” means, for any period for Adtalem and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated EBITDA for such period minus (b) capital expenditures (other than to the extent financed with non-revolving Indebtedness) for such period minus (c) the cash portion of Consolidated Interest Charges for such period minus (d) cash taxes paid during such period minus (e) all scheduled payments of principal on Consolidated Funded Indebtedness for such period minus (f) the amount of all cash charges, payments, costs, losses or expenses (including  those relating to the DVU Divestiture) added back to Consolidated Net Income in arriving at Consolidated EBITDA for such period minus (g) to the extent not deducted in the calculation of Consolidated Net Income for such period, the amount of Restricted Payments made pursuant to Section 7.6(c) during such period, minus (h) all prepayments of Consolidated Funded Indebtedness (other than the Loans) during such period (excluding those prepayments made with the proceeds of non-revolving Indebtedness) minus (i) the aggregate amount actually paid by Adtalem and its Subsidiaries in cash during such period on account of Permitted Acquisitions (but excluding any portion financed with non-revolving Indebtedness), plus (j) the amount of all cash extraordinary income or gains excluded from Consolidated Net Income for such period.
 
Consolidated Fixed Charge Coverage Ratio” means as of any date of determination, the ratio  of:
 
 
(a)            Consolidated EBITR for the period of the four fiscal quarters then most recently ended, to
 
(b)            the sum of (i) all dividends paid in cash by Adtalem or its Subsidiaries to Persons other than Adtalem and its Subsidiaries during such period, plus (ii) Consolidated Interest Charges paid or required to be paid during such period (reduced by amounts received from Cogswell Education LLC to reimburse Adtalem and its Subsidiaries for any letter of credit fees incurred by Adtalem and its Subsidiaries in connection with the Letter of Credit issued in connection with the DVU Divestiture), plus (iii) all Consolidated Rental Payments of Adtalem and its Subsidiaries during such period.
 
Consolidated Funded Indebtedness” means, as of any date of determination, for Adtalem and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations (whether direct or contingent) arising under standby letters of credit, bankers’ acceptances, bank guaranties, surety bonds (but only to the extent such surety bonds exceed $10,000,000 in the aggregate) and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than Adtalem or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Adtalem or a Subsidiary is a general partner or joint ventures, unless such Indebtedness is expressly made non-recourse to Adtalem or such  Subsidiary.
 
Consolidated Interest Charges” means, for any period, for Adtalem and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and   related expenses of Adtalem and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of Adtalem and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.
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Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
 
Consolidated Net Income” means, for any period, for Adtalem and its Subsidiaries on a consolidated basis, the net income of Adtalem and its Subsidiaries (excluding extraordinary items) for that period.
 
 
Consolidated Net Worth” means, as of any date of determination, for Adtalem and its Subsidiaries on a consolidated basis, Shareholders’ Equity of Adtalem and its Subsidiaries on that  date.
 
Consolidated Rental Payments” means, for any period, for Adtalem and its Subsidiaries, all payments under all operating leases (including subleases but excluding payments under (i)  Synthetic Leases, (ii) incremental rental payments made in connection with relocating facilities relating to Hurricane Irma and Hurricane Maria and (iii) leases of student housing so long as the terms thereof do not exceed 18 months, and the aggregate payments under all such student housing leases do not exceed $5,000,000 in any period of four consecutive fiscal quarters) and reduced by any sublease payments received from Cogswell Education LLC in connection with the DVU Divestiture.
 
Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
 
Control” has the meaning specified in the definition of “Affiliate.”
 
Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit  Extension.
 
CRR” means the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.
 
Debt Issuance” means the issuance by Adtalem or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.3.
 
Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions (including any applicable foreign jurisdictions) from time to time in effect and affecting the rights of creditors generally.
 
Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of  Default.
 
Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate    plus the Applicable Rate for Base Rate Revolving Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law.
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Defaulting Lender” means, subject to Section 2.16(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and Adtalem in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified Adtalem, the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or Adtalem, to confirm in writing to the Administrative Agent and Adtalem that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to  be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Adtalem), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company  thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(d)) as  of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to Adtalem, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.
 
Designated Borrower” has the meaning specified in the introductory paragraph hereto. “Designated Borrower Joinder Agreement” has the meaning specified in Section 2.17.
 
Designated Borrower Note” means a promissory note made by the applicable Designated Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the  form  of Exhibit C-2.
 
Designated Borrower Request” has the meaning specified in Section 2.17.
 
Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
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Designated Obligations” means all Obligations of the Loan Parties in respect of accrued and unpaid principal of and interest on the Loans (excluding the Swingline Loans) and all fees required to be paid hereunder, in each case, whether or not the same shall at the time of any determination be due and payable under the terms of the Loan Documents.
 
Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (excluding any Sale and Leaseback transactions) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
 
DOE” means the United States Department of Education and any successor agency administering federal student financial assistance under Title IV.
 
DOE Ratio” means Adtalem’s composite score as of any fiscal year end, as determined by the Secretary of the DOE pursuant to Section 668.172 of 34 C.F.R.
 
Dollar” and “$” mean lawful money of the United  States.
Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.
DVU Divestiture” means the sale by the Company of DeVry University, Inc., DeVry/New York, Inc., and their respective Subsidiaries pursuant to the DVU Purchase Agreement in effect on the Closing Date.
 
DVU Purchase Agreement” means that certain Stock Purchase Agreement, dated as of December 4, 2017, among the Company and Cogswell Education  LLC.
 
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 
EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 
Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.6(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.6(b)(iii)).
 
Eligible Currency” means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international interbank market available to the applicable Lenders in such  market and  as to which  a Dollar  Equivalent  may  be  readily calculated.   If,  after     the
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designation by the Revolving Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Administrative Agent (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Revolving Lenders or (d) no longer a currency in which the Required Revolving Lenders are willing to make such Credit Extensions (each of (a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Revolving Lenders and Adtalem, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. After receipt of such notice from the Administrative Agent, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars which repayments or conversions, to the extent the Revolving Lenders are lawfully permitted to maintain such Loans until the end of the applicable Interest Period, shall be made at the end of the Interest Period applicable to such Loans, subject to the other terms contained herein.
Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those  related to hazardous substances or wastes,  air emissions and discharges to waste or public systems.
 
Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Adtalem, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 
Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.
 
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to  time.
 
ERISA” means the Employee Retirement Income Security Act of  1974.
 
ERISA Affiliate” means any trade or business (whether or not incorporated) under common  control with Adtalem within the meaning of Section 414(b) or (c) of the Code    (and  Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
 
ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of Adtalem or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Adtalem or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan under Section 4042 of ERISA; (f) any event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Section 430 of the Code or Section 303 of ERISA or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Adtalem or any ERISA Affiliate.
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Euro” and “EUR” mean the single currency of the Participating Member States.
 
Eurocurrency Rate” means,
 
(a)            for any Interest Period with respect to a Eurocurrency Rate Loan:
 
(i)            in the case of Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a successor or, if any such rate is not available at such time for any reason, comparable rate, which successor or comparable rate is approved by the Administrative Agent, in any case, as published by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m. (London time) on the Rate Determination Date, for deposits in the relevant currency with a term equivalent to such Interest Period;
 
(ii)            in the case of Eurocurrency Rate Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a successor or, if any such rate is not available at such time for any reason, comparable rate, which successor or comparable rate is approved by the Administrative Agent, in any case, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “CDOR Rate”) at or about 10:00a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;
 
(iii)            in the case of a Eurocurrency Rate Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”), or a successor or, if any such rate is not available at such time for any reason, comparable rate, which successor or comparable rate is approved by the Administrative Agent, in any case, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; and
 
(iv)            in the case of any other Eurocurrency Rate Loan denominated in a Non- LIBOR Quoted Currency (other than those specified above), the rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.8; and
 
(b)            for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at about 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits for a term of one month commencing that day;
 
provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
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Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on clause (a) of definition of “Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.
 
Event of Default” has the meaning specified in Section 8.1.
 
Excluded Account” means (i) any account used solely by any Loan Party to disburse payroll and benefits, (ii) any fiduciary accounts used solely to administer benefit plans or pay withholding taxes, (iii) account used solely to hold funds in trust for third parties and (iv) accounts used solely to hold (A) funds received by a Loan Party from federal student financial aid programs under Title IV, including pursuant to 34 C.F.R. 668.163 (or any successor regulation) or 34 C.F.R. 668.161(b), and (B) funds received by a Loan Party from any similar federal or state student financial aid program.
 
Excluded Property” means, with respect to any Loan Party, (a) any owned or leased real property,
 
(b) any IP Rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (c) any personal property (other than personal property described in clause (b) above and Equity Interests of any Subsidiary to the required to be pledged to secure the Obligations pursuant to Section 6.13) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code, (d) the Equity Interests of any Subsidiary to the extent not required to be pledged to secure the Obligations pursuant to Section 6.13(a) or 6.13(b), (e) any property which, subject to the terms of Section 7.9, is subject to a Lien of the type described in Section 7.1(i) pursuant to documents which prohibit such Loan Party from granting any other Liens in such property, (f) any lease, license, contract, property rights or agreement to which any Loan  Party is a party or any of its respective rights or interests therein if and for so long as the grant of a security interest therein shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, right, title or interest of any Loan Party therein or (ii) a breach or termination pursuant to the terms  of, or a default under, any such lease, license, contract, property rights or agreement or under applicable law (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law); provided, however, that a security interest shall attach immediately (and such lease, license, contract, property rights or agreement shall immediately cease to be Excluded Property) at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied, and, to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement (and such portion of such lease, license, contract, property rights or agreement shall immediately cease to be Excluded Property) that does not result in any of the consequences specified in the foregoing subclauses (i) or (ii), (g) Excluded Accounts, (h) any treasury stock of Adtalem that has not yet been retired and (i) other assets for which the cost of obtaining or perfecting a security interest exceeds the benefit or value to the Lenders of obtaining or perfecting such security interests, as determined by the Administrative Agent in its sole discretion. The proceeds of any of the foregoing shall not constitute “Excluded Property” except to the extent that such proceeds otherwise constitute “Excluded Property”.
 
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Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is orbecomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any applicable “keepwell” provisions in any Loan Document and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security interest is or becomes illegal.
 
Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,  and branch profits Taxes, in each case, (i) imposed   as a result of such Recipient being organized under  the Laws of, or having its principal office or, in the  case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.  federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect  to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Adtalem under Section 11.15) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.1, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.1(e) and (d) any withholding Taxes imposed under FATCA.
 
Existing Letters of Credit” means the Letters of Credit listed in Schedule 1.1A regardless of whether or not the account party is Adtalem (it being understood that for purposes of this Agreement, Adtalem shall be deemed to be the account party with respect to all Existing Letters of Credit).
FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published  by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that
(a)    if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
 
Fee Letter” means the letter agreement, dated March 2, 2018 among Adtalem, the Administrative Agent and MLPFS.
 
Financial Covenants” means the covenants set forth in Section 7.15.
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Foreign Lender” means (a) if a Borrower is a U.S. Person, a Lender that is not a U.S. Person,  and (b)          if a Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
 
Foreign Prepayment Event” has the meaning specified in Section 2.5(c).
 
FRB” means the Board of Governors of the Federal Reserve System of the United  States.
Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Pro Rata Share of the Outstanding Amount of all outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Share of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.
Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
 
Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
 
Guarantor” means any U.S. Guarantor and any Offshore  Guarantor.
 
Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable  or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed  by such Person.      The amount  of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith; provided, however, with respect to any Guarantee described in clause (b) above, to the extent the Indebtedness or obligation secured thereby has not been assumed by the guarantor or is nonrecourse to the guarantor, the amount of such Guarantee shall be deemed to be an amount equal to the lesser of the fair market value of the assets subject to such Lien or the Indebtedness or obligation secured thereby. The term “Guarantee” as a verb has a corresponding meaning.
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Guaranteed Obligations” has the meaning specified in Section  10.1.
 
Guaranty” means any U.S. Subsidiary Guaranty and any Offshore Guaranty.
 
Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 
HEA” means the Higher Education Act of 1965, as amended.
 
Honor Date” has the meaning specified in Section 2.3(c).
 
IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.
 
Immaterial Subsidiary” means, as of any date of determination, any Subsidiary which (i) has assets which (together with the assets of its Subsidiaries) do not exceed 5% of the consolidated assets of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b), and (iv) together with its Subsidiaries, does not represent more than 5% of the Consolidated EBITDA of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b).
 
Incremental Facility Amendment” has the meaning specified in Section 2.14. “Incremental Facility Loans” has the meaning specified in Section 2.14.
 
Incremental  Request”  has  the  meaning  specified  in  Section  2.14. “Incremental Revolving Commitments” has the meaning specified in Section 2.14.
 
Incremental Revolving Loans” has the meaning specified in Section 2.14. “Incremental Term Facility” has the meaning specified in Section 2.14.
 
Incremental Term Loans” has the meaning specified in Section 2.14. “Incremental Tranche A Term Loan” has the meaning specified in Section 2.14.
 
Incremental Tranche B Term Loan” has the meaning specified in Section  2.14.
 
Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with  GAAP:
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(a)            all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
 
(b)            all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds (but only to the extent that such surety bonds exceed $10,000,000 in the aggregate) and similar instruments;
 
(c)
net obligations of such Person under any Swap Contract;
 
(d)            all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
 
(e)            indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
 
(f)
capital leases and Synthetic Lease Obligations; and
 
(g)
all Guarantees of such Person in respect of any of the foregoing.
 
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. The amount of any Indebtedness described in clause (e), if such Indebtedness has not been assumed or is limited in recourse to the property subject to such Lien, shall be deemed to be an amount equal to the lesser of the fair market value of the such property or the Indebtedness secured thereby.
 
Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and
(b)
to the extent not otherwise described in clause (a), Other Taxes. “Indemnitees” has the meaning set forth in Section 11.4(b).
 
Insolvency Regulation” means the Council Regulation (EC) No. 1346/2000 29 May 2000 on Insolvency Proceedings.
 
Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date applicable thereto; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and the Maturity Date applicable thereto.
 
Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the  date  one  week  (in the case  of Revolving Loans only)  or  one,  two,  three  or  six   months thereafter (in each case, subject to availability), as selected by the applicable Borrower in its Loan Notice provided that:
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(i)            any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
 
(ii)            any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
 
(iii)            no Interest Period shall extend beyond the Maturity Date applicable to such Eurocurrency Rate Loan.
 
Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or  a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
 
IP Rights” has the meaning set forth in Section 5.18.
 
IRS” means the United States Internal Revenue Service.
 
ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
 
Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and Adtalem (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
 
Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of  law.
 
L/C Advance” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.  All L/C Advances shall  be denominated in Dollars.
 
L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars.
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L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
 
L/C Issuer” means Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
 
L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter  of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
 
L/C Reserve Account” has the meaning specified in Section 12.2(b).
Lead Arrangers” means MLPFS, Bank of Montreal, Fifth Third Bank and PNC Capital Markets LLC in their respective capacities as joint lead arrangers and joint bookrunners.
 
Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns and, as the context requires, includes the L/C Issuer and the Swingline   Lender.
 
Lending Office” means, as to any Lender, the office or offices of such Lender described as such  in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
 
Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.  Letters of Credit may be issued in Dollars or in an Alternative Currency.
 
Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
 
Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
 
Letter of Credit Fee” has the meaning specified in Section 2.3(h).

 
Letter of Credit Sublimit” means an amount equal to $100,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
LIBOR” has the meaning specified in the definition of Eurocurrency Rate.
 
LIBOR Quoted Currency” means Dollars, Euro and Sterling, in each case as long as there is a published LIBOR rate with respect thereto.
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LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
 
LIBOR Successor Rate” has the meaning specified in Section  3.7.
 
LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with Adtalem).
 
Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).
 
Limited Condition Acquisition” means any Permitted Acquisition by one or more of the Loan Parties or their Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing and which is consummated no more than one hundred eighty (180) days after the applicable Limited Condition Acquisition Agreement date is executed and effective.
 
Limited Condition Acquisition Agreement” has the meaning specified in Section 1.11.
 
Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Loan, a Term Loan or a Swingline Loan, and shall include as the context requires, any Incremental Facility Loan or Refinancing Loan.
 
Loan Documents”  means this Agreement, each Note, each Issuer  Document, the Fee Letter,  the U.S. Guaranty, each Offshore Guaranty, each Designated Borrower Joinder Agreement, the Collateral Documents, each Incremental Facility Amendment, each Refinancing Amendment and each Loan Modification Agreement.
 
Loan Modification Agreement” has the meaning set forth in Section 11.1.
Loan Notice” means a notice of (a) a Borrowing of Loans (other than Swingline Loans), (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.2(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the applicable Borrower.
 
Loan Parties” means, collectively, the Borrowers and the Guarantors.
 
Mandatory Cost” means any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees, costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation or has its Lending Office by any Governmental Authority which are applicable to the Credit Extensions and such Lender’s Lending Office.
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Master Agreement” has the meaning specified in the definition of “Swap Contract.”
 
Material Acquisition” means any Permitted Acquisition or series of related Acquisitions that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the common stock or other Equity Interests of an entity, and  (b)  involves the  payment  of cash  consideration by  Adtalem or any  of its Subsidiaries in excess  of $10,000,000.
 
Material Adverse Effect” means (a) a material adverse effect on the business, assets, properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of Adtalem and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under this Agreement and the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrowers and the other Loan Parties of this Agreement and the Loan Documents.
 
Material Disposition” means any Disposition or series of related Dispositions of property that yields gross proceeds to Adtalem or any of its Subsidiaries in excess of $10,000,000.
Maturity Date” means (a) as to the Revolving Loans, Swingline Loans and Letters of Credit (and the related L/C Obligations), April 13, 2023 and (b) as to the Term B Loan, April 13, 2025; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
 
Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting  of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect  to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.15(a)(i), (a)(ii) or (a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.
 
MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in its capacity as joint lead arranger and joint  bookrunner.
 
Moody’s”  means  Moody’s  Investors  Service,  Inc.  and  any  successor  thereto. “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which Adtalem or any ERISA Affiliate makes or is obligated to make contributions, or during
the preceding five plan years, has made or been obligated to make contributions.
 
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Net Cash Proceeds” means the aggregate cash or cash equivalents proceeds received by Adtalem or any Subsidiary in respect of any Disposition, Debt Issuance or Recovery Event, net of (a) direct costs or expenses incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or reasonably estimated to be payable as a result thereof, (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness secured by aPermitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property and (d) in the case of a Disposition, any reserve established, in accordance with GAAP, in respect of (x) any potential adjustment in the sale price of such asset or assets and (y) any liabilities associated with such assets or asset and retained by the Borrowers or any Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or  with respect to any indemnification obligations associated with such Disposition (provided that, upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any such reserve, the amount of such reserve shall constitute Net Cash Proceeds); it being understood that “Net Cash Proceeds” shall include any cash or cash equivalents received upon the sale or other disposition of any non-cash consideration received by Adtalem or any Subsidiary in any Disposition, Debt Issuance or Recovery Event; provided, however, for the avoidance of doubt Net Cash Proceeds shall not include earnout payments relating to the DVU Divestiture.
 
Net Institutional Student Loans” means loans to students made under Adtalem’s institutional loan program net of allowances for credit losses.
 
Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.1 and (b) has been approved by the Required Lenders, the Required Pro Rata Facilities Lenders, the Required Revolving Lenders or the Required Term B Lenders, as applicable.
 
Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at  such time.

Nonextension Notice Date” has the meaning specified in Section 2.3(b)(iii).
 
Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.
 
Note” means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C-1 in the case of Adtalem or Exhibit C-2 in the case of a Designated Borrower.
 
Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit L or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.
 
Obligations” means (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit,
(ii)          all debts, liabilities, obligations, covenants and duties of any Loan Party or any Subsidiary arising under any Specified Swap Contract and (iii) all debts, liabilities, obligations, covenants and duties of any Loan Party or any Subsidiary arising under any Specified Cash Management Agreement, in the case of each of clauses (i), (ii) and (iii), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, however, that the “Obligations” of   a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.
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OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
 
Offshore Guarantor” means each Subsidiary of, or direct or indirect parent of, a Designated Borrower which has executed and delivered to the Administrative Agent an Offshore Guaranty and has not been released in accordance with the Loan Documents.
 
Offshore Guaranty” means a guaranty substantially in the form of Exhibit  F-2.
 
Offshore Subsidiary” means any Subsidiary which is not a U.S.  Subsidiary.
Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any Offshore jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
 
Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan  or Loan Document).
 
Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.15).
 
Other Term Loans” has the meaning specified in Section 2.14.
 
Outstanding Amount” means (i) with respect to Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of Unreimbursed Amounts or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.
 
Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would    be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.
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Participant” has the meaning specified in Section 11.6(d). “Participant Register” has the meaning specified in Section 11.6(d).
 
Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
 
PBGC” means the Pension Benefit Guaranty Corporation.
 
Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Adtalem or any ERISA Affiliate or to which Adtalem or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple  employer  or  other  plan  described  in  Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.
 
Permitted Acquisition” means an Acquisition which meets each of the following conditions:
 
(i)            such Acquisition is non-hostile (i.e., the prior written consent or approval to such Acquisition of the board of directors or equivalent governing body of the Acquired Entity is obtained);
 
(ii)            the Acquired Entity represents a division, a line of business or a business unit of any Person substantially the same as or related or incidental to the lines of business carried on by Adtalem and its Subsidiaries or reasonable extensions thereof;
 
(iii)            if the Acquired Entity is an accredited, Title IV eligible institution and the total consideration for the Acquisition exceeds $25,000,000, such Acquired Entity is in good standing with all applicable material accrediting agencies (it being understood that, for purposes hereof, an Acquired Entity shall be deemed not to be in good standing if it shall have received an order, notice or other decision from an accrediting agency in a jurisdiction in which such Acquired Entity provides post-secondary education, to the effect that the authority of such Acquired Entity to provide postsecondary education in such jurisdiction is or will be withdrawn, revoked or terminated);
 
(iv)            immediately before and after giving effect to such Acquisition, (a) no Event of Default shall exist, and (b) the Financial Covenants, determined on a Pro Forma Basis, shall not exceed the limits specified in Section 7.15; and

             (v)         if   such   Acquisition   is   for   aggregate   consideration   in   excess   of $75,000,000, Adtalem shall have delivered to the Administrative Agent a certificate of a Senior Responsible Officer satisfactory to the Administrative Agent to the effect of the matters set forth in clauses (ii) through (iv) above (it being understood that such certificate shall include reasonable calculations supporting the matters set forth therein).
 
Permitted Lien” means a Lien permitted by Section 7.1.
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Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 
Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by Adtalem or, with respect to any such plan that is subject  to Section 412 of the  Code  or  Title IV of ERISA, any ERISA Affiliate.
 
Platform” has the meaning specified in Section 6.2.
 
Pro Forma Basis” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable four fiscal quarter period for the applicable covenant or requirement: (a)(i) with respect to any Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded, and (ii) with respect to any Acquisition or Investment, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for Adtalem and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.1, and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent, (b) any retirement of Indebtedness, and (c) any incurrence or assumption of Indebtedness by Adtalem or any of its Subsidiaries (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination).
 
Pro Rata Share” means, with respect to each Lender at any time, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if the commitment of each Revolving Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.2 or if the Aggregate Revolving Commitments have expired, then the Pro Rata Share of each Revolving Lender shall be determined based on the Pro Rata Share of such Lender most recently in effect, giving effect to any subsequent assignments, and (b) with respect to such Lender’s portion of any outstanding Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of such Term Loan held by such Lender at such time. The initial Applicable Percentage of each Lender is set forth opposite the name of  such Lender on Schedule 2.1 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. The Pro Rata Shares shall be subject to adjustment as provided in Section 2.16.
 
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
 
Public Lender” has the meaning specified in Section 6.2.
 
Put/Call Option” shall mean, as applicable, either the Put Option or the Call Option under and as defined in that certain Shareholders Agreement, dated as of June 10, 2013, by and between Global Education International B.V. and management of DeVry Educacional Do Brasil  S.A.
 
Qualified  ECP  Guarantor”  means,  at  any time,  each  Loan  Party  with  total  assets exceeding $10,000,000  or  that  qualifies at  such  time  as an “eligible  contract  participant” under  the  Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
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Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).
 
Recipient” means (a) the Administrative Agent, (b) any Lender, (c) any L/C Issuer, or (d) any other recipient of any payment to be made by or on account of any Loan Party hereunder, as applicable

Recovery Event” means any casualty loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of Adtalem or any Subsidiary.
 
Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and Adtalem, executed by each of (a) the Loan Parties,
(b) the Administrative Agent and (c) each Lender that agrees to provide any portion of the Refinancing Loans being incurred pursuant thereto.
 
Refinancing Loans” means one or more tranches of Loans that result from a Refinancing Amendment.
Register” has the meaning set forth in Section 11.6(c).
 
Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
 
Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.
 
Repricing Event” has the meaning set forth in Section 2.5(d).
 
Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans (other than Swingline Loans), a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline Loan Notice.
 
Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or L/C Issuer, as the case may be, in making such determination.

Required Pro Rata Facilities Lenders” means, at any time, Lenders holding in the aggregate more than 50% of the sum of (a) the Aggregate Revolving Commitments at such time (or, if the Revolving Commitment of each Lender have been terminated pursuant to Section 8.2, Lenders holding in the aggregate more than 50% of the Total Revolving Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans being deemed “held”  by such Lender for purposes of this definition)) plus (b) the unfunded commitments in respect of any
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Incremental Tranche A Term Loans at such time, plus (c) the outstanding Incremental Tranche A Term Loans. The unfunded Commitments of, and the outstanding Loans, L/C Obligations and participations therein held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Pro Rata Facilities Lenders; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or L/C Issuer, as the case may be, in making such determination.
 
Required Revolving Lenders” means, at any time, Lenders having more than 50% of the Aggregate Revolving Commitments at such time (or, if the Revolving Commitment of each Lender has been terminated pursuant to Section 8.2, Lenders holding in the aggregate more than 50% of the Total Revolving Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans being deemed “held” by such Lender for purposes of this definition)). The unfunded Revolving Commitments of, and the outstanding Revolving Loans, L/C Obligations and participations therein held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or L/C Issuer, as the case may be, in making such   determination.
 
Required Term B Lenders” means, at any time, Lenders holding in the aggregate more than 50% of the sum of (a) the outstanding Term B Loans and the Incremental Tranche B Term Loans, plus (b) the unfunded commitments in respect of any Incremental Tranche B Term Loans at such time. The unfunded Commitments of, and the outstanding Loans therein held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B Lenders.
 
Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.
 
Restricted Payment” means any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest or of any option, warrant or other right to acquire any such Equity Interest.
 
Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.2, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iii) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.
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Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.1(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed for any Borrower (or all Borrowers) the applicable Dollar amount set forth opposite such Lender’s name on Schedule 2.1 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. Revolving Commitments shall include any Incremental Revolving Commitment.
 
Revolving Lender” means, at any time, a Lender that has a Revolving Commitment, outstanding Revolving Loans or participation interests in outstanding L/C Obligations and Swingline  Loans.
 
Revolving Loan” has the meaning set forth in Section 2.1(a).
 
S&P” means Standard & Poor’s Financial Services LLC, a Subsidiary of The McGraw-Hill Companies, Inc. and any successor  thereto.
 
Sale and Leaseback” has the meaning specified in Section  7.12.
 
Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.
 
Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority to which Adtalem or its Subsidiaries are subject.
 
Scheduled Unavailability Date” has the meaning set forth in Section 3.7.
 
School” means a postsecondary institution of higher education and its additional locations, taken together, operated by Adtalem or any Subsidiary.
 
SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
 
Secured Parties” means, with respect to each Collateral Document, the holders of the Obligations secured by such Collateral Document.
 
Secured Party Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit K.
 
Security Agreement” means the security and pledge agreement, substantially in the form of Exhibit G, dated as of the Closing Date, executed in favor of the Administrative Agent for the benefit of the holders of the Obligations by each of Adtalem and the U.S. Guarantors.
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Senior Responsible Officer” means the chief executive officer, president or chief financial officer of Adtalem.
 
Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of Adtalem and its Subsidiaries as of that date determined in accordance with GAAP.

Special Notice Currency” means at any time an Alternative Currency, other than the currency of  a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.
Specified Cash Management Agreement” means any Cash Management Agreement between any Loan Party or any Subsidiary and any Lender or any Affiliate of any Lender.  For the avoidance of doubt,  a holder of Obligations in respect of Specified Cash Management Agreements shall be subject to the last paragraph of Section 8.3 and Section 9.11.
 
Specified Swap Contract” means any Swap Contract between any Loan Party or any Subsidiary and any Lender or any Affiliate of any Lender. For the avoidance of doubt, a holder of Obligations in respect of a Specified Swap Contract shall be subject to the last paragraph of Section 8.3 and Section  9.11.
 
Specified Transaction” means any Acquisition, any Disposition, any Investment, any incurrence of Indebtedness or any other event that by the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test or covenant, calculation as to Pro Forma Effect with respect to a test or covenant  or requires such test or covenant to be calculated on a Pro Forma Basis.
 
Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer  if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.
 
Sterling” and “£” mean the lawful currency of the United Kingdom.
 
Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of Equity Interests having ordinary voting power for the election of directors or other governing body (other than Equity Interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Adtalem.
 
Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options,  forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions,  cross-currency rate swap transactions,  currency options,  spot  contracts, or any other  similar
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transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
 
Swap Obligation” means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
 
Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior  to the  date  referenced  in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
 
Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section   2.4.
 
Swingline Lender” means Bank of America in its capacity as provider of Swingline Loans, or any successor Swingline lender hereunder.
 
Swingline Loan” has the meaning specified in Section 2.4(a).
 
Swingline Loan Notice” means a notice of a Swingline Borrowing pursuant to Section 2.4(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Responsible Officer of Adtalem.
Swingline Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the Aggregate Revolving Commitments. The Swingline Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
 
Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard  to accounting treatment).
 
TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19,  2007.
 
TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
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Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 
Term B Lender” means, at any time, a Lender with a Term B Loan Commitment or an outstanding Term B Loan.
 
Term B Loan” has the meaning specified in Section 2.1(b) and includes any Incremental Tranche B Term Loan increasing such Term Loan.
 
Term B Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term B Loan to Adtalem pursuant to Section 2.1(b), in the principal amount set forth opposite such Lender’s name on Schedule 2.1. The aggregate principal amount of the Term B Loan Commitments of all of the Lenders as in effect on the Closing Date is $300,000,000.
 
Term Loan” means the Term B Loan and any Incremental Term Loans incurred after the Closing Date, and shall include any Refinancing Loan.
 
Title IV” means Title IV of HEA, and any amendments or successor statutes  thereto.
 
Title IV Programs” means the Title IV Programs as defined in Section 668.1(c) of 34 C.F.R. “Threshold Amount” means $50,000,000.
 
Total Credit Exposure” means, as to any Lender at any time, the unused Commitments of such Lender at such time, the outstanding Loans of such Lender at such time and such Lender’s participation in L/C Obligations and Swingline Loans at such  time.
 
Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swingline Loans and all L/C  Obligations.
Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate
Loan.
 
United States” and “U.S.” mean the United States of America. “Unreimbursed Amount” has the meaning set forth in Section 2.3(c)(i).
 
U.S. Foreign Holdco” means any U.S. Subsidiary, substantially all of the assets of which consist of Equity Interests of one or more Offshore Subsidiaries.
 

U.S. Guarantor” means each U.S. Subsidiary which has executed and delivered to the Administrative Agent a U.S. Guaranty and has not been released in accordance with the Loan Documents.
 
U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
U.S. Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States; provided, however, that any Subsidiary organized under the laws of any political subdivision of the United States which is owned by a Designated Borrower or any of its Subsidiaries shall be deemed an Offshore Subsidiary.
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U.S. Subsidiary Guaranty” means a guaranty substantially in the form of Exhibit F-1. “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.1(e).
 
Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number  of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.
 
Wholly-Owned Subsidiary” of a Person means any Subsidiary all of the outstanding voting Equity Interests of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person.
 
Withholding Agent” means a Borrower and the Administrative  Agent.
 
Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
 
1.2
Other Interpretive Provisions.
 
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
 
(a)            The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
 
(b)            (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
 
(ii)            Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
 
(iii)
The term “including” is by way of example and not limitation.
 
(iv)            The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
 
(c)            In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
 
(d)            Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
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1.3
Accounting Terms.
 
(a)            All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
 
(b)            If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Adtalem or the Required Lenders (or, in the case of a change that affects the computation of the Financial Covenants, the Required Pro Rata Facilities Lenders) shall so request, the Administrative Agent, such Lenders and Adtalem shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders or, in the case of amendments affecting the computation of the Financial Covenants, the Required Pro Rata Facilities Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Adtalem shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the Administrative Agent, Adtalem and the Required Lenders (or with respect to the computation of the Financial Covenants, the Required Pro Rata Facilities Lenders) shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

1.4
Rounding.
 
 
Any financial ratios required to be maintained by Adtalem pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
 
1.5
References to Agreements and Laws.
 
Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments,  restatements, extensions,  supplements and other modifications thereto, but only  to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
 
1.6
Times of Day.
 
 
Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).
 
1.7
Exchange Rates; Currency Equivalents.
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(a)            The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.
 
(b)            Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

1.8
Additional Alternative Currencies.
 
(a)            Adtalem may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “LIBOR Quoted Currency” or “Non-LIBOR Quoted Currency”; provided that (i) such requested currency is an Eligible Currency and (ii) such requested currency shall only be a LIBOR Quoted Currency to the extent that there is published LIBOR rate for such currency. In the case of any  such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders obligated to make Credit Extensions  in such currency; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.
 
(b)            Any such request shall be made to the Administrative Agent not later than 12:00 p.m., 15 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each applicable Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each applicable Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the  Administrative  Agent,  not  later  than 11:00 a.m., five Business Days after receipt of such request whether or not it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.
 
(c)            Any failure by an applicable Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such applicable Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency.  If the Administrative Agent and all the applicable Lenders consent to making Eurocurrency Rate Loans in such requested currency and the Administrative Agent and such applicable Lenders reasonably determine that a Eurocurrency Rate is available to be used for such requested currency,
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the Administrative Agent shall so notify Adtalem and (i) the Administrative Agent and such applicable Lenders may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be a LIBOR Quoted Currency or a Non-LIBOR Quoted Currency, as applicable, for purposes of any Borrowings of Eurocurrency Rate Loans. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify Adtalem and (A) the Administrative Agent and the L/C Issuer may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (B) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be a LIBOR Quoted Currency or a Non-LIBOR Quoted Currency, as applicable, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.8, the Administrative Agent shall promptly so notify Adtalem.

 
1.9
Change of Currency.
 
(a)            Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation  to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such  member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest   Period.
 
(b)            Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.
 
(c)            Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.10
Letter of Credit Amounts.
 
Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
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1.11
Limited Condition Acquisition.
 
It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, if the proceeds of any Incremental Term Facility are being used to finance a Limited Condition Acquisition, and Adtalem has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), then (i) the conditions set forth in Section 2.14(b), Section 2.14(d), Section 4.2(a), Section 4.2(b), and clause (iv)(a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Lenders so agree in their Incremental Financing Commitments: (A) the conditions set forth in Section 2.14(d) and Section 4.2(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (1) customary “specified representations”, and (2) such representations and warranties under the definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (B) the reference   in Section 2.14(b), Section 4.2(b) and clause (iv)(a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (1) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of the execution of the Limited Condition Acquisition Agreement, and (2) no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, and (ii) for purposes of determining whether the conditions set forth in Section 2.14(c) or clause (iv)(b) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition, at the option of Adtalem (Adtalem’s election to exercise such option in connection with any Limited Condition Acquisition, a “ LCA Election”), the date of determination of whether any such condition has been satisfied shall be deemed to be the date the definitive agreement governing such Limited Condition Acquisition is executed (the “LCA Test Date”), and if, for the Limited Condition Acquisition and the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to have been satisfied. If Adtalem has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement governing such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (y) a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith. It is understood and agreed that this Section 1.11 shall not limit the conditions set forth in Section 4.2 or in the definition of “Permitted Acquisition” with respect to any proposed Borrowing of Revolving Loans or Swingline Loans or any issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition or otherwise.
 
ARTICLE II.

THE COMMITMENTS AND CREDIT  EXTENSIONS
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2.1
Revolving Loans and Term Loans.
 
(a)            Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers or any of them in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing:
 
(i)            the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
 
(ii)            the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment; and
 
(iii)            the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.
 
Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.1(a), prepay under Section 2.5, and reborrow under this Section 2.1. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
 
(b)            Term B Loan. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make its portion of a term loan (the “Term B Loan”) to Adtalem in Dollars on the Closing Date in an amount not to exceed such Lender’s Term B Loan Commitment. Amounts repaid on the Term B Loan may not be reborrowed. The Term B Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein, provided, however, any Borrowings made on the Closing Date shall be made as Base Rate Loans unless Adtalem delivers a funding indemnity letter not less than three (3) Business Days prior to  the date of such Borrowing.
 
2.2
Borrowings, Conversions and Continuations.
 
(a)            Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 10:00 a.m.:
 
(i)            two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans,
 
(ii)            four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and
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(iii)
on the requested date of any Borrowing of Base Rate Loans.
 
Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except  as  provided  in Sections 2.3(c) and 2.4(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice shall specify:
 
(i)            whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans,
 
(ii)            the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day),
 
(iii)
the principal amount of Loans to be borrowed, converted or continued,
 
(iv)            the Type of Loans to be borrowed or to which existing Loans are to be converted,
 
(v)
if applicable, the duration of the Interest Period with respect thereto, and
 
(vi)
the currency of the Loans to be borrowed.
 
If a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the related Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other  currency.
 
(b)            Following receipt of a Loan Notice, the Administrative Agent  shall  promptly notify each applicable Lender of the amount (and currency) of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Borrowing,  each applicable Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 12:00 (noon) in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance   with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing of Revolving Loans denominated in Dollars is given by a Borrower, there are L/C Borrowings for such Borrower outstanding, then the proceeds of such Borrowing denominated in Dollars shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to such Borrower as provided above.
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(c)            Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
 
(d)            After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect.
 
(e)            Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by Adtalem, the Administrative Agent and such Lender.
 
(f)
This Section 2.2 shall not apply to Swingline Loans.
 
2.3
Letters of Credit.
 
(a)            The Letter of Credit Commitment.
 
(i)            Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth  in  this  Section 2.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of any Borrower, and to amend or extend Letters of Credit previously issued by it in accordance with subsection 2.3(b) below, and (2) to honor drawings under such Letters of Credit; and (B) the Revolving Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit: (w) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments; (x) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans shall not exceed such Revolving Lender’s Revolving Commitment; (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; and (z) the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so   requested complies with the conditions set  forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
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(ii)            The L/C Issuer shall not issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; provided that the L/C Issuer may issue Letters of Credit with an expiry date after the Letter of Credit Expiration Date (but the L/C Issuer shall have no obligation to issue) without such consent so long as Adtalem or the applicable Designated Borrower Cash Collateralizes such Letter of Credit in an amount equal to at least 103% of the face amount of such Letter of Credit prior to the Letter of Credit Expiration Date in accordance with the terms of this Agreement. Each Borrower hereby agrees that on or before the Letter of Credit Expiration Date Adtalem or such Designated Borrower shall Cash Collateralize any Letter of Credit existing on the Letter of Credit Expiration Date issued for such Borrower’s account in an amount equal to at least 103% of the face amount of such Letter of Credit. For the avoidance of doubt, the parties hereto agree that the obligations of the Revolving Lenders hereunder to reimburse the L/C Issuer for any Unreimbursed Amount with respect to any Letter of Credit shall terminate on the Maturity Date with respect to drawings occurring after that date.
 
(iii)            The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
 
(A)            any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer   is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
 
(B)            the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
 
(C)            except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial amount less than the Dollar Equivalent of $100,000;
 
(D)            such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
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(E)            the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F)            any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with Adtalem or the Borrower(s) for whose account Letters of Credit are issued or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
 
(G)            such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
 
(iv)            The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
 
(v)            The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, the L/C Issuer shall have all of the benefits and immunities (A) as between the L/C Issuer and the Lenders, provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
 
(b)            Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
 
(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full  text  of any certificate to be  presented  by such  beneficiary in case  of any  drawing
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thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrowers shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.
 
(ii)            Promptly after receipt of any Letter of Credit Application of a Borrower, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from such Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or a Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the requesting Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Pro Rata Share times the amount of such Letter of Credit.
 
(iii)            If a Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonextension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, no Borrower shall be required to make a specific request to the L/C Issuer for any such extension. Once an Auto- Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted to or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.3(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the Nonextension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the related Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.
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(iv)            Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
 
(c)
Drawings and Reimbursements; Funding of Participations.
 
(i)            Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that it will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the applicable Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If a Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars) in the amount of the Dollar Equivalent thereof, in the case of a Letter of Credit denominated in an Alternative Currency (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Pro Rata Share thereof. In such event, such Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.2 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
 
(ii)            Each Revolving Lender shall upon any notice pursuant to Section 2.3(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer in Dollars, at the Administrative Agent’s Office for Dollar-denominated deposits in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day specified in such notice  by  the  Administrative  Agent,  whereupon,  subject  to   the   provisions   of  Section 2.3(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the related Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.
 
(iii)            With respect to any Unreimbursed Amount that is not fully refinanced by  a Borrowing of Base Rate Loans because the conditions set forth in Section 4.2 cannot be
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satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand  (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant   to Section 2.3(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.3.
 
(iv)            Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.3(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.
 
(v)            Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.3(c) is subject to the conditions set forth in Section 4.2 (other than delivery of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of any Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
 
(vi)            If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.3(c) by the time specified in Section 2.3(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C  Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
 
(d)
Repayment of Participations.
 
(i)            At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.3(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the related Borrower   or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Pro Rata Share thereof in Dollars and in the same funds as those received by the Administrative Agent.
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(ii)            If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.3(c)(i) is required to be returned under any of the circumstances described in Section 11.5 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the  Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination  of this Agreement.
 
(e)            Obligations Absolute. The obligation of each Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit issued for its account and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
 
(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
 
(ii)            the existence of any claim, counterclaim, set-off, defense or other right that such Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
 
(iii)            any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
 
(iv)            waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrowers or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrowers;
 
(v)          honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
 
(vi)          any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;
 
(vii)            any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
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(viii)            any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrowers, or in the relevant currency markets generally; or
 
(ix)            any other circumstance or happening whatsoever, whether or not similar  to any of the foregoing, including any other circumstance that might otherwise constitute    a defense available to, or a discharge of, such Borrower.
 
Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the L/C Issuer. Such Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
 
(f)            Role of L/C Issuer. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders, the Required Pro Rata Facilities Lenders or the Required Revolving Lenders, as applicable, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude such Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid  or ineffective  for any reason.   The L/C Issuer may send a Letter of Credit or conduct   any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
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(g)            Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to any Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible  to the Borrowers for,  and the L/C Issuer’s rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the L/C Issuer required under any Law or practice that is required to be applied to any Letter of Credit, including the Law of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.
 
(h)            Letter of Credit Fees. Each Borrower shall pay to the Administrative Agent  for  the account of each Revolving Lender in accordance, subject to Section 2.16, with its Pro Rata Share, in Dollars a letter of credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued for the account of such Borrower, such fee to be equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. Such Letter of Credit Fees shall be computed on a quarterly basis in arrears. After the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, such Letter of Credit Fees shall be due and payable one Business Day after receipt by the Borrowers of an invoice for the same. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained  herein, upon  the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
 
(i)            Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Each Borrower shall pay directly to the L/C Issuer for its own account a fronting fee, payable in Dollars with respect to each Letter of Credit in the amounts and at the times specified in the Fee Letter (such fronting fee to be based on the Dollar Equivalent amount of the Letters of Credit); provided, however, that to the extent the applicable Borrower has provided Cash Collateral pursuant to Section 2.15, such Cash Collateralized L/C Obligations shall not be subject to any fronting fee. For purposes of computing the daily amount available to be drawn under any Letter  of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. In addition, each Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees  and standard costs and charges are due and payable one Business Day after receipt by the Borrowers of an invoice for the same and are nonrefundable.
 
(j)            Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
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(k)            Removal of L/C Issuer. If (i) the L/C Issuer shall fail to issue any Letters of Credit by reason of the conditions specified in Section 2.3(a)(ii) or 2.3(a)(iii)(C), or (ii) the L/C Issuer shall cease to have a minimum long or short term credit rating of A or better from S&P or a long  or short term rating of A-3 or better from Moody’s, the Borrowers may remove the L/C Issuer by notice to the L/C Issuer, the Administrative Agent and the Lenders. No removal of the L/C Issuer shall be effective prior to the acceptance by another Lender hereunder of an appointment as L/C Issuer. Upon the acceptance of an appointment as L/C Issuer, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring L/C Issuer and the retiring L/C Issuer shall be discharged from its obligations to issue additional Letters of Credit hereunder. At the time such removal shall become effective, the Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.3(h) and (i). The acceptance of an appointment as L/C Issuer hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrowers and the Administrative Agent, and, from and after the effective date of such agreement, (a) such successor Lender shall have all the rights and obligations of the previous L/C Issuer under this Agreement and the other Loan Documents, and (b) references herein and in the other Loan Documents to the term “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the removal of the L/C Issuer hereunder, the retiring L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit.
 
2.4
Swingline Loans.
 
(a)            Swingline Facility. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.4, may in its sole discretion make loans in Dollars (each such loan, a “Swingline Loan”) to Adtalem from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit (notwithstanding the fact that such Swingline Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment); provided, however, that after giving effect to any Swingline Loan,
 
(i)            the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
 
(ii)            the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans, shall not exceed such Revolving Lender’s Revolving Commitment,
 
and provided, further, that Adtalem shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, Adtalem may borrow under this Section 2.4, prepay under Section 2.5, and reborrow under this Section 2.4. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Share times the amount of such Swingline Loan.
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(b)            Borrowing Procedures. Each Swingline Borrowing shall be made upon Adtalem’s irrevocable notice to the Swingline Lender and the Administrative Agent,   which may be given by
(A)    telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Notice must be received by the Swingline Lender  and the Administrative Agent not later than 12:00 (noon) on the requested  borrowing  date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or, if less, the unused Swingline Sublimit, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 (noon) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.4(a), or
(B)          that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount  of its Swingline Loan available to Adtalem at its office by crediting the account of Adtalem on the books of the Swingline Lender in immediately available funds.

(c)
Refinancing of Swingline Loans.
 
 
(i)            The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of Adtalem (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Revolving Loan in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.2. The Swingline Lender shall furnish Adtalem with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 12:00 (noon) on the day specified in such Loan Notice, whereupon, subject   to Section 2.4(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to Adtalem in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
 
(ii)            If for any reason any Swingline Loan cannot be refinanced by such a Borrowing in accordance with Section 2.4(c)(i), the request for Base Rate Revolving Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.4(c)(i) shall  be deemed payment in respect of such  participation.
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(iii)            If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.4(c) by the time specified in Section 2.4(c)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
 
(iv)            Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swingline Lender, Adtalem or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(c) is subject to the conditions set forth in Section 4.2. No such funding of risk participations shall relieve or otherwise impair the obligation of Adtalem to repay Swingline Loans, together with interest as provided herein.
 
(d)
Repayment of Participations.
 
(i)            At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s risk participation was funded) in the same funds as those received by the Swingline Lender.
 
(ii)            If any payment received by the Swingline Lender in respect of principal  or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.5 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at  a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
 
(e)            Interest for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing Adtalem for interest on the Swingline Loans. Until each Revolving  Lender funds its Base Rate Revolving Loan or risk  participation pursuant  to this  Section 2.4   to refinance such Revolving Lender’s Pro Rata Share of any Swingline Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swingline Lender.
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(f)            Payments Directly to Swingline Lender. Adtalem shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.
 
(g)            Swing Loans in Administrative Agent’s Discretion. Notwithstanding anything in this Agreement to the contrary (including Section 4.2), all Swing Loans shall be made at the sole discretion of the Swingline Lender.
 
(h)            At any time after the Lender serving as Swingline Lender ceases to have a Revolving Commitment, such Lender may resign as Swingline Lender in a manner consistent with Section 11.6(f).
 
2.5
Prepayments.
 
(a)            Voluntary Prepayments of Revolving Loans and Term Loans.  The Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of   a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans or any Term Loan in whole or in part without premium or penalty (except, with respect to the Term B Loan, as provided in Section 2.5(d) below); provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated  in Dollars  shall  be  in  a  principal  amount  of  $5,000,000  or  a  whole  multiple of
$1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any prepayment of the Term B Loan shall be applied as Adtalem may direct (or, absent such direction, ratably to the remaining principal amortization payments and then to the final principal repayment installment on the Maturity Date). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans   to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Subject to Section  2.16,  each  such prepayment shall be applied to the applicable Loans of the Lenders in accordance with their respective Pro Rata Shares.
 
(b)            Voluntary Prepayments of Swingline Loans. Adtalem may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 (noon) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Adtalem, Adtalem shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
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(c)
Mandatory Prepayments.
 
(i)            Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, Adtalem shall immediately prepay (or cause to be prepaid) Revolving Loans and/or Swingline Loans in an aggregate amount equal to such excess; provided, however, that Adtalem shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.5(c) unless after the prepayment in full of the Revolving Loans and Swingline Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.
 
(ii)            Alternative Currency Sublimit. If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Revolving Loans denominated  in Alternative Currencies at such time exceeds 103% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, Adtalem shall prepay (or cause to be prepaid) Revolving Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
 
(iii)            Dispositions and Recovery Events. Adtalem shall prepay (or cause to be prepaid) the Term B Loan as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds in excess of $50,000,000 during any fiscal year received by Adtalem or any Subsidiary from all Dispositions (other than Dispositions permitted by Sections 7.5(a) through 7.5(h)) and Recovery Events that occur after the Closing Date to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified by GAAP) that are useful or usable in the business of Adtalem and its Subsidiaries within 365 days of the date of such Disposition or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of such 365 day period; provided, however, if any portion of such Net Cash Proceeds are not so reinvested within such 365- day period but within such 365-day period are contractually committed to be reinvested, then upon the termination of such contract or if such Net Cash Proceeds are not so reinvested within 18 months of initial receipt, such remaining portion shall constitute Net Cash Proceeds as of the date of such termination or expiry and shall be immediately applied to the prepayment of the Term B Loan as set forth in this Section 2.5(c)(vi)).
 
(iv)            Consolidated Excess Cash Flow. Within one hundred five (105) days after the end of each fiscal year of Adtalem commencing with the fiscal year ending June 30, 2019, Adtalem shall prepay (or cause to be prepaid) the Term B Loan as hereafter provided in an aggregate amount equal to the difference (to the extent positive) of (A) 50% of Consolidated Excess Cash Flow for such fiscal year (if the Consolidated Leverage Ratio as of the end of such fiscal year is greater than 1.75 to 1.0) minus (B) the aggregate amount of all voluntary principal prepayments of the Term Loans during such fiscal year; provided, however, if the Consolidated Leverage Ratio as of the last day of such fiscal year is equal to or less than 1.75 to 1.0, then Adtalem shall not be required to make the foregoing  payment for such fiscal year.
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(v)            Debt Issuances. Immediately upon receipt by Adtalem or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, Adtalem shall prepay (or cause to be prepaid) the Term B Loans as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds. Immediately upon receipt by Adtalem of the Net Cash Proceeds of any Refinancing Loans, Adtalem shall prepay the Term B Loan in an aggregate amount equal to 100% of such Net Cash Proceeds.
 
(vi)            Application of Certain Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.5(c)(iii), (iv) or (v) shall be applied to the Term B Loan (first, ratably to the remaining principal amortization payments and then to the final principal repayment installment on the Maturity Date).
 
(vii)            With respect to each prepayment required  pursuant  to  Section 2.5(c)(iii) or (iv), (A) Adtalem may, not later than the date that is ten Business Days prior to the dates specified in Sections 2.5(c)(iii) or (iv) for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each applicable Lender, (B) the Administrative Agent shall provide notice of such prepayment to each applicable Lender, (C) each such Lender will have the right to refuse such prepayment by giving written notice of such refusal to  the Administrative Agent within three (3) Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment (and Adtalem shall not prepay any Loans of each such refusing Lender on the date that is specified in the following clause (D)), (D) Adtalem will make all such prepayments not so refused upon the date such prepayment is due pursuant to Section 2.5(c)(iii) or (iv) above (with such prepayments to be applied as set forth in clause (vi) above) and (E) any prepayment refused by Lenders of Loans may be retained by Adtalem.
 
Notwithstanding any other provisions of Section 2.5(c)(iii) or 2.5(c)(iv), (A) to the extent that any of or all the Net Cash Proceeds received by an Offshore Subsidiary giving rise to a prepayment pursuant to Section 2.5(c)(iii) or Consolidated Excess Cash Flow attributable to an Offshore Subsidiary (a “Foreign Prepayment Event”) are prohibited or delayed under applicable local Law from being repatriated to Adtalem, the portion of such Net Cash Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in Section 2.5(c)(iii) or 2.5(c)(iv), as the case may be; provided that (x) Adtalem hereby agrees to cause the applicable Offshore Subsidiary to promptly take all commercially reasonable actions required by the applicable local Law to permit such repatriation and (y) if the repatriation of the relevant affected Net Cash Proceeds or Consolidated Excess Cash Flow is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Consolidated Excess Cash Flow will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Loans pursuant to Section 2.5(c)(iii) or 2.5(c)(iv), as the case may be, and (B) to the extent that Adtalem has reasonably determined in good faith that repatriation of any or all of the Net Cash Proceeds or Consolidated Excess Cash Flow of any Foreign Prepayment Event would have a material adverse Tax consequence, including the consequences of related costs, fees and expenses, the Net Cash Proceeds or Consolidated Excess Cash Flow so affected may be retained by the applicable Offshore Subsidiary; provided, further, that to the extent that the repatriation of such  Net Cash Proceeds or Consolidated Excess Cash Flow from the applicable Offshore Subsidiary would no longer have a material adverse Tax consequence, the applicable Offshore Subsidiary will promptly repatriate the applicable Net Cash Proceeds or Consolidated Excess Cash Flow and such repatriated Net Cash Proceeds or Consolidated Excess Cash Flow will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Loans pursuant to Section 2.5(c)(iii) or 2.5(c)(iv), as the case may be.
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Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.5(c) shall be subject to Section 3.5, but otherwise without premium or penalty (subject to Section 2.5(d) below), and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
 
(d)            Repricing Events. In the event that (other than in connection with a refinancing of the entirety of the Loans in connection with a Change of Control) on or prior to the date that is six months after the Closing Date, (i) there shall occur any amendment, restatement or other modification to this Agreement which reduced the All-In Yield for the Term B Loan, (ii) all or any portion of the Term B Loan is voluntarily or mandatorily prepaid or repaid from the proceeds of an issuance or incurrence of Indebtedness by Adtalem or any of its Subsidiaries (including any Refinancing Loans or any Incremental Facility Loans or any other refinancing or incremental facility effected pursuant to an amendment to this Agreement) and the All-In Yield is, or upon satisfaction of specified conditions could be, lower than the effective All-In Yield in respect of the Term B Loan or (iii) a Lender holding a portion of the Term B Loan is deemed a Non-Consenting Lender and must assign its Term B Loan pursuant to Section 11.15 in connection with any waiver, amendment or modification that would reduce the effective All-In Yield in effect with respect to the Term B Loan (each of clauses (i) and (ii), a “Repricing Event”), then in each case the aggregate principal amount so prepaid or repaid or assigned will be subject to a fee payable by Adtalem equal to 1.00% of the principal amount of the Term B Loan prepaid or repaid or assigned in connection with such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by Adtalem to the Administrative Agent, for the account of the applicable Lenders or such Non-Consenting Lenders, on the date of such Repricing Event.
 
2.6
Termination or Reduction of Commitments.
 
 
(a)            Adtalem may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial  reduction  shall  be  in  an  aggregate  amount  of  $10,000,000  or  any  whole  multiple of $1,000,000 in excess thereof, (iii) Adtalem shall terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments.  Except  as  set  forth  in clause (iv) above, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by Adtalem.
(b)            Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.
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2.7
Repayment of Loans.
 
(a)            Revolving Loans. Each Borrower shall repay to the Lenders on the applicable Maturity Date the aggregate principal amount of its Revolving Loans outstanding on such date.
 
(b)            Swingline Loans. Adtalem shall repay each Swingline Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the applicable Maturity Date.
 
(c)            Term B Loan. Adtalem shall repay the outstanding principal amount of the Term  B Loan in quarterly installments of $750,000 commencing on September 30, 2018 and on each December 31, March 31, June 30 and September 30, thereafter with the remaining outstanding balance due and payable on the Maturity Date of the Term B Loan (as such installments may  hereafter be adjusted as a result of prepayments made pursuant to Section 2.5 and increases with respect to any increase to the Term B Loan pursuant to Section 2.14), unless accelerated sooner pursuant to Section 8.2.
 
 
2.8
Interest.
 
(a)            Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate applicable to such Loan; (ii) each Base Rate Revolving Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate applicable to such Loan; and (iii) each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate applicable to such Loan.
 
(b)            If any principal amount payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Furthermore, (i) upon the request of the Required Lenders, while any Event of Default (other than an Event of Default arising from a breach of Section 7.15) exists, each Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder then owing by it at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws and (ii) upon the request of the Required Pro Rata Facilities Lenders, while any Event of Default arising from a breach of Section 7.15 exists, each Borrower shall pay interest on the principal amount of all outstanding Obligations in respect of the Aggregate Revolving Commitments and the Incremental Tranche A Term Loans hereunder then owing by it at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts shall be due and payable upon demand.
 
(c)            Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
 
2.9
Fees.  In addition to certain fees described in subsections (h) and (i) of Section 2.3:
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(a)            Commitment Fee. Adtalem shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata Share, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met. The commitment fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date, provided that if Adtalem has not received an invoice for such fees, such fees shall be due one Business Day after receipt of an invoice therefore. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee.

(b)            Other Fees. (i) Adtalem shall pay to MLPFS and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter (it being understood that such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever), and (ii) Adtalem shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
2.10
Computation of Interest and Fees.
 
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
 
2.11
Evidence of Debt.
 
(a)            The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to each Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of each Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the  Administrative Agent, each Borrower  shall  execute and deliver to such  Lender  (through  the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
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(b)            In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
 
2.12
Payments Generally; Administrative Agent’s Clawback.
 
(a)            General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by a Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received  by  the  Administrative  Agent  (i) after  1:00 p.m. in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers (or any of them) shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may  be.
 
(b)            (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 11:00 a.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume  that such Lender has made such share available on such date in accordance   with Section
2.2 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share  available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In  such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent  forthwith on demand such corresponding amount in    Same  Day
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Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii)     Payments by Borrowers; Presumptions by Administrative Agent.  Unless  the Administrative Agent shall have received notice from a Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or  the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on  such  date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer,  as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.
 
A notice of the Administrative Agent to any Lender or Adtalem with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c)            Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
 
(d)            Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.4(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Section 11.4(c) are on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation or to make its payment under Section 11.4(c).
 
(e)            Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
 
2.13
Sharing of Payments.
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If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
 
(i)            if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
 
(ii)            the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.15, or
(C)    any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to a Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
 
Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such  participation.
 
2.14
Incremental Facilities.
 
Subject to the terms and conditions set forth herein, Adtalem shall have the right, from time to time and upon at least ten Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request to incur additional term loans under a then existing tranche and/or add one or more additional tranches of term loans (“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.14, the “Incremental Term Loans”; and any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”); the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “ Incremental Facility Loans”) subject, however, in any such case, to satisfaction of the following conditions precedent:
 
(a)            the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16 shall not exceed $250,000,000;
 
(b)            subject to Section 1.11 in the case of an Incremental Term Facility used to finance a Limited Condition Acquisition, on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the full amount of the Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing;
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(c)            subject to Section 1.11 in the case of an Incremental Term Facility used to finance a Limited Condition Acquisition, after giving effect to the incurrence of such Incremental Facility Loans (assuming the full amount of the Incremental Facility Loans have been funded) and any related transactions, on a Pro Forma Basis, the Consolidated Leverage Ratio for the most recently completed four fiscal quarter period shall be less than or equal to the maximum then permitted under Section 7.15;
 
(d)           subject to Section 1.11 in the case of an Incremental Term Facility used to finance a Limited Condition Acquisition, the representations and warranties set forth in Article V shall be true and correct on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date;
 
(e)            such Incremental Facility Loans shall be in a minimum amount of $25,000,000 (or, if less, the balance of the remaining aggregate principal amount available for all such Incremental Facility Loans) and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent);
 
(f)            any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.1(a);
 
(g)            any Incremental Term Loan that constitutes an additional term loan under a then existing tranche of term loans shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loan, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loan; provided that in the case of an Incremental Term Loan that is an additional advance of any existing tranche of term loans that is subject to a prepayment premium, the expiration date of such prepayment premium as to the full principal amount of such term loan may be extended to a date agreed by Adtalem and the Lenders providing such Incremental Term Loan;
 
(h)            in the case of any Other Term Loan that the Administrative Agent has determined is a term loan A (an “Incremental Tranche A Term Loan”), such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing term loans, (B) share ratably in rights in  the Collateral, the U.S Guaranty and the Offshore Guaranty, as applicable and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not earlier than the later of (1) the Maturity Date with respect to Revolving Loans and (2) the final maturity of any other Incremental Tranche A Term Loan, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of any other Incremental Tranche A Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by Adtalem and the Lenders of such Other Term Loan), (E) share ratably in any mandatory prepayments of the Term B Loan and any other Incremental Term Facilities pursuant to Section 2.5 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term B Loan and Incremental Term Facilities) and
(F)
otherwise be on terms reasonably acceptable to the Administrative Agent;
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(i)            in the case of any Other Term Loan that the Administrative Agent has determined is a term loan B (an “Incremental Tranche B Term Loan”), such Other Term Loan shall: (A) rank pari passu in right of payment priority with the existing term loans,  (B) share ratably in rights in  the Collateral, the U.S Guaranty and the Offshore Guaranty, as applicable and in a manner consistent with the terms of the Loan Documents, (C) have a maturity date that is not be earlier than the later of (1) the Maturity Date with respect to the Term B Loan and (2) the final maturity of any other Incremental Tranche B Term Loan, (D) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term B Loan or any other Incremental Tranche B Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by Adtalem and the Lenders of such Other Term Loan), (E) if the All-In-Yield on such Other Term Loan exceeds the All-In-Yield on the Term B Loan or any Incremental Tranche B Term Loan by more than 50 basis points (0.50%) per annum, then the Applicable Rate or fees payable by the Borrowers with respect to the Term B Loan or such Incremental Tranche B Term Loan shall on the effective date of such Other Term Loan be increased to the extent necessary to cause the All-In-Yield on the Term B Loan and such Incremental Tranche B Term Loan to be 50 basis points (0.50%) less than the All- In-Yield on such Other Term Loan (such increase to be allocated as reasonably determined by the Administrative Agent in consultation with the Borrower), (F) share ratably in any mandatory prepayments of the Term B Loan and any other Incremental  Term Facilities pursuant  to   Section
 
2.5 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term  B Loan and Incremental Term Facilities) and (G) otherwise be on terms consistent with the Term   B Loan or, if not consistent, on terms reasonably acceptable to the Administrative Agent;
 
(j)            the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional  commitment);
 
(k)            the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility; and
 
(l)            the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent.
 
Each Incremental Term Facility and any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.14 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing   a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.14. Neither any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Lender, other than the Lenders  providing such Incremental Term Loans and/or Incremental Revolving Commitments, as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.
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2.15
Cash Collateral.
 
(a)            Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding,
(iii) the Borrowers shall be required to provide Cash Collateral pursuant to Section 8.2 or (iv) there shall exist a Defaulting Lender, Adtalem shall (or shall cause the Designated Borrowers to) immediately (in the case of clause (iii) above) or within one Business Day (in all other cases)  following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.16(b) and any Cash Collateral provided by the Defaulting Lender). In addition, if the Administrative Agent notifies Adtalem at any time that the Outstanding Amount of all L/C Obligations at such time exceeds the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, Adtalem shall (or shall cause the Designated Borrowers to) Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit. The Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.
 
(b)            Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked deposit accounts at Bank of America. Each Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for  the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Adtalem (or the applicable Designated Borrower) or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.
 
(c)            Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.3, 2.5, 2.16 or 8.2 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.
 
 
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(d)  Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) theelimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.6(b)(vii))) or (ii) the Administrative Agent’s and L/C Issuer’s good faith determination that there exists excess Cash Collateral; providedhowever, (x) that Cash Collateral furnished by or on behalf of a Borrower shall not be released during the continuance of a Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.3), and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
 
2.16
Defaulting Lenders.
 
(a)            Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
 
(i)            Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders,” “Required Revolving Lenders,” “Required Pro Rata Facilities Lenders” and Section 11.1.
 
(ii)            Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.8), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as Adtalem may request (so long as no Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Adtalem, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.
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(iii)
Certain Fees.
 
(A)            No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.9(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
 
(B)            Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.
 
(C)            With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrowers shall (x) pay  to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
 
(b)            Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Sections 2.3 and 2.4, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus
(2) the aggregate Outstanding Amount of the Revolving Loans of that Lender. Subject to Section 11.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.
 
(c)            Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (b) above cannot, or can only partially, be effected, the applicable Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.15.
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(d)            Defaulting Lender Cure. If Adtalem, the Administrative Agent, the Swingline Lender and the L/C Issuer agree in writing that a Lender should is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(b)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of a Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
 
2.17
Designated Borrowers.
 
(a)            As of the Closing Date, there are no Designated Borrowers.
 
(b)            Adtalem may at any time, upon not less than 15 Business Days’ notice from Adtalem to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request the designation of any wholly-owned Offshore Subsidiary of Adtalem (an “Applicant Borrower”) as a Designated Borrower to receive Credit Extensions hereunder by delivering to the Administrative Agent (which shall promptly deliver copies thereof to each Lender that would be obligated to make Credit Extensions to such Applicant Borrower) a duly executed notice in substantially the form of Exhibit I (a “Designated Borrower Request”). If the Administrative Agent and each of the Lenders obligated to make Credit Extensions to such Applicant Borrower, agree in writing that such Applicant Borrower shall be entitled to receive Credit Extensions hereunder, then the Administrative Agent shall send an agreement in substantially the form of Exhibit J (a “Designated Borrower Joinder Agreement”) to Adtalem specifying (x) the additional terms and conditions applicable to Credit Extensions to such Applicant Borrower due to applicable Laws and/or operational requirements with respect to the jurisdiction of organization for such Applicant Borrower and (y) the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof. Upon the execution of such Designated Borrower Joinder Agreement by Adtalem, such Applicant Borrower and the Administrative Agent, such Applicant Borrower shall be a Designated Borrower and permitted to receive Credit Extensions hereunder, on the terms and conditions set forth herein and therein, and such Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date (or such shorter period as agreed by the Administrative Agent in its sole discretion). The parties hereto acknowledge and agree that prior to any Designated Borrower becoming entitled to utilize the credit facilities provided for in this Agreement the Administrative Agent shall have received  for the benefit of each Lender that would be obligated to make Credit Extensions to such Designated Borrower  such  supporting  resolutions,  incumbency  certificates,  opinions  of  counsel  and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion.
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(c)            Notwithstanding anything in this Agreement or any other Loan Document to the contrary, (i) the Obligations of each of the Designated Borrowers shall be several in nature and (ii) no Designated Borrower and no Offshore Guarantor shall have any liability for the direct Obligations of Adtalem hereunder.

(d)            Each Subsidiary of Adtalem that is or becomes a “Designated Borrower” pursuant to this Section 2.17 hereby irrevocably appoints Adtalem as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by Adtalem, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Adtalem in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower; provided that if such communication is directed to a specific Designated Borrower, it shall indicate to which Designated Borrower it is directed.
 
(e)            Adtalem may from time to time, upon not less than 15 Business Days’ notice from Adtalem to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders that would be obligated to make Credit Extensions to such Designated Borrower of any such termination of a Designated Borrower’s status and, to the extent applicable, terminate the Offshore Guaranty with respect to such Designated Borrower and (to the extent not otherwise required to be pledged under the Loan Documents to secure other Obligations) release the Lien on the Equity Interests pledged to secure the Obligations of such Designated Borrower.
 
2.18
Refinancing Loans.
 
 
(a)            Adtalem may, from time to time, and subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed or conditioned), add one or more new term loan facilities to this Agreement (“Refinancing Loans”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Adtalem, to refinance all or any portion of the Term B Loan then outstanding under this Agreement pursuant to a Refinancing Amendment; provided that such Refinancing Loans: (i) shall rank pari passu in right of payment with the other Loans and Commitments hereunder; (ii) shall not be Guaranteed by any Person that is not a Guarantor; (iii) shall be secured by the Collateral on an equal and ratable basis with the Obligations; (iv) shall have such pricing terms as may be agreed by Adtalem and the applicable lenders thereof; (v) shall have a maturity date that is not prior to the scheduled Maturity Date for the Term B Loan, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Term B Loan being refinanced; (vi) subject to clauses (iv) and (v) above, shall have terms and conditions (other than pricing) that are substantially identical to, or less favorable to the lenders providing such Refinancing Loans than, the terms and conditions of the Term B Loan being refinanced (unless such terms are reasonably acceptable to the Administrative Agent); and (vii) the Net Cash Proceeds of such Refinancing Loans shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of the Term B Loan being so refinanced, in each case in the manner set forth in Section 2.5(c); provided however, that such Refinancing Loans (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Adtalem and the lenders thereof and applicable only during periods after the latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Refinancing Loans or the date on which all non- refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the principal amount of the Term B Loan being refinanced (plus accrued interest, fees, discounts, premiums or expenses payable in connection therewith).
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(b)            Adtalem shall make any request for Refinancing Loans pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. No Lender shall have any obligation hereunder to provide Refinancing Loans.  To achieve the full amount of  a requested issuance of Refinancing Loans, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), Adtalem may invite additional Eligible Assignees to become Lenders in respect of such Refinancing Loans pursuant to  a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
 
(c)            The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such Refinancing Loans to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Adtalem as may be necessary in order to establish new tranches of Refinancing Loans and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Adtalem in connection with the establishment of such new tranches, in each case on terms consistent with this Section 2.18.
 
(d)            Each class of Refinancing Loans incurred under this Section 2.18 shall be in an aggregate  principal  amount  that is (i) not  less than $50,000,000  and  (ii) an integral  multiple of
$10,000,000 in excess thereof.

(e)            Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Loans incurred pursuant thereto (including the addition of such Refinancing Loans as a separate class of “Loan” hereunder and treated in a manner consistent with the Term B Loan being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than Adtalem, the Administrative Agent and the Lenders providing such Refinancing Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Adtalem, to effect the provisions of this Section 2.18.

 
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
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3.1
Taxes.
 
(a)            Payment Free of Taxes. Any and all payments on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding, on the basis of the information and documentation delivered pursuant to subsection (e) below, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by such Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
 
(b)            Payment of Other Taxes. Without limiting the provisions of subsection (a) above, each Loan Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
 
(c)            Tax Indemnification. (i) Each Borrower shall severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable  expenses arising therefrom or with respect thereto (but excluding such penalties, interest and expenses imposed or asserted on account of the bad faith or willful neglect of such Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Adtalem by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each Borrower shall severally indemnify the Administrative Agent, within 10 days after demand therefore, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to clause (c)(ii) below with respect to such Borrower. To the extent that a Borrower pays an amount to the Administrative Agent pursuant to the preceding sentence with respect to Excluded Taxes or the failure to maintain a Participant Register, the applicable Lender shall indemnify such Borrower for such Taxes.
 
(ii)      Each Lender shall severally indemnify the Administrative Agent, within   10 days after demand therefore, for (x) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.7(d) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the
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Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).
 
(d)            Evidence of Payment. As soon as practicable after any payment of Taxes by a Borrower to a Governmental Authority pursuant to this Section, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
 
(e)
Status of Lenders; Tax Documentation.
 
(i)            Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver  to the applicable Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate  of withholding. In addition, any Lender, if reasonably requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything  to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.1(e)(ii)(A), 3.1(e)(ii)(B) and 3.1(e)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)            Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,
 
(A)            any Lender that is a U.S. Person shall deliver to Adtalem and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Adtalem or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
 
(B)            any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Adtalem and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Adtalem or the Administrative Agent), whichever  of the following is applicable:
 
(1)            in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS
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Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W- 8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction  of,
 
U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)
executed copies of IRS Form W-8ECI;
 
(3)            in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Adtalem within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to Adtalem as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or
 
(4)            to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;
 
(C)            any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to each Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
 
(D)            if a payment made to a Lender under  any  Loan  Document  would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including  those contained in Section 1471(b) or 1472(b) of the Code,   as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of  the  Code)  and  such  additional  documentation  reasonably  requested  by the Borrowers or the Administrative Agent as may be necessary for the Borrowerss and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
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(iii)            Each Lender agrees that if any form of certification it previously delivered pursuant to this Section 3.1 expires or becomes obsolete or inaccurate in any respect, it shall update such form of certification or promptly notify Adtalem and the Administrative Agent in writing of its legal in ability to do so.
 
(f)            Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.
 
3.2
Illegality.
 
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder make, maintain or fund or charge interest with respect to any Credit Extensions or to determine or charge interest rates based upon the Eurocurrency Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the
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Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all of such Lender’s Eurocurrency Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefore, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.
 
Each Lender at its option may make any Credit Extension to a Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Credit Extension; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Credit Extension in accordance with the terms of this Agreement or such Lender’s ability to make Credit Extensions hereunder in the Alternative Currencies in accordance with the terms of this Agreement; provided, however, if any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to issue, make, maintain, fund or charge any interest rate with respect to any Credit Extension to any Designated Borrower who is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia then, on notice thereof by such Lender to Adtalem through the Administrative Agent, and until such notice by such Lender is revoked, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension shall be suspended. Upon receipt of such notice, the Loan Parties shall, take all reasonable actions requested by such Lender to mitigate or avoid such illegality.
3.3
Inability to Determine Rates.
 
 
(a)            If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan or (B) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, (in each case with respect to clause (i), “ Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the applicable Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
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(b)            Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent in consultation with Adtalem and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the Required Lenders notify Adtalem that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or   its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Adtalem written notice thereof.
 
3.4
Increased Costs; Reserves on Eurocurrency Rate Loans.
 
(a)            Increased Costs Generally.  If any Change in Law shall:
 
(i)            impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.4(e)) or the L/C Issuer;
 
(ii)            subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)            impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;
 
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon  request  of such Lender or the L/C Issuer, Adtalem will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
 
 
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(b)          Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirementshas or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s  capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time Adtalem will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
 
(c)            Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Adtalem shall be conclusive absent manifest error. Adtalem shall pay (or cause the applicable Designated Borrower to pay) such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
 
(d)            Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies Adtalem of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefore (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).
 
(e)            Additional Reserve Requirements. Adtalem shall pay (or shall cause the applicable Designated Borrower to pay) to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided Adtalem shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.
 
(f)            Mandatory Costs. If any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then upon written notice from such Lender, Adtalem will pay (or cause the applicable Designated Borrower to pay) to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs on each date that interest is required to be paid on the Loans so long as such Lender incurs such Mandatory Costs. Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.
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3.5
Compensation for Losses.
 
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, Adtalem shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result   of:
 
(a)            any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
 
(b)            any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or  in the amount notified by Adtalem or the applicable Designated Borrower;
 
(c)            any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or
 
(d)            any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefore as a result of a request by Adtalem pursuant to Section 11.15;
 
including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. Adtalem shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
 
For purposes of calculating amounts payable by any Borrower to the Lenders under this Section 3.5, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing  in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.
3.6
Mitigation Obligations; Replacement of Lenders.
 
(a)            Designation of a Different Lending Office. Each Lender may make any Credit Extension to a Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.4, or a Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.1, or if any Lender gives a notice pursuant to Section 3.2 or 3.3, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1 or 3.4, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.2 or 3.3, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. Adtalem hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
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(b)            Replacement of Lenders. If any Lender requests compensation under Section 3.4, or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.1, or if a Lender has given notice pursuant to Section 3.3, Adtalem may replace such Lender in accordance with Section 11.15.
 
3.7
Successor LIBOR.
 
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including Section 11.1 hereof), if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Adtalem or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Adtalem) that Adtalem or Required Lenders (as applicable) have determined, that:
 
(i)            adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
 
(ii)            the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or
 
(iii)            syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,
 
then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and Adtalem may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted  such proposed  amendment to  all Lenders and Adtalem unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.
 
If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify Adtalem and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, Adtalem may revoke any pending request for a Borrowing  of,  conversion  to or     continuation of Eurocurrency Rate Loans  (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.
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Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this  Agreement.

3.8
Survival.
 
The obligations of each Borrower under this Article III shall survive termination of the Commitments and repayment of all other Obligations hereunder, and resignation of the Administrative Agent.
 
 
ARTICLE    IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 
4.1
Conditions of Initial Credit Extension.
 
The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
 
(a)            The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer or Senior Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date or such other date acceptable to the Administrative Agent) and each in form and substance satisfactory to the Administrative Agent:
 
(i)            executed counterparts of this Agreement, the U.S. Subsidiary Guaranty and the Security Agreement;
 
(ii)            as to each Borrower, a Note executed by such Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Closing Date;
 
(iii)            share certificates (if any) representing the Collateral pledged under the Security Agreement, together with stock powers executed in blank;
 
(iv)            such UCC financing statements or similar documents required under any other applicable Law in the name of each Loan Party which is a pledgor or obligor under this Agreement and the Collateral Documents (as debtor) and the Administrative Agent (as secured party) describing the Collateral under the applicable Collateral Document;
 
(v)            such UCC search reports as the Administrative Agent shall have requested;
 
(vi)            notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of Adtalem and the U.S. Guarantors;
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(vii)
copies of insurance policies or certificates of insurance of Adtalem and the
U.S. Guarantors evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including naming the Administrative Agent and  its successors and assigns as additional insured (in the case of liability insurance) or lender’s loss payee (in the case of property insurance) on behalf of the Lenders;
 
(viii)            such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
 
(ix)            such documents and certifications as the Administrative Agent may reasonably require, if applicable, to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization;
 
(x)            opinions of Stephen W. Beard, General Counsel of Adtalem and Reed Smith LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender;
 
(xi)            a certificate of a Responsible Officer of Adtalem either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
 
(xii)            a certificate (the “Closing Certificate”) signed by a Senior Responsible Officer of Adtalem to the effect that (A) the conditions specified in Sections 4.2(a) and (b) have been satisfied, and (B) there has been no event or circumstance since June 30, 2017 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.
 
(b)            Substantially concurrently herewith, the Borrowers’ obligations under that certain Credit Agreement, dated as of March 31, 2015, shall have been repaid in full, all commitments thereunder shall have been terminated and all Liens securing the same shall have been released (or arrangements satisfactory to Adtalem and the Administrative Agent for such release shall have been made).
 
(c)            Any and all fees and expenses required to be paid on or before the Closing Date shall have been paid.
 
(d)            Unless waived by the Administrative Agent, Adtalem shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least one Business Day prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Adtalem and the Administrative Agent).
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Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
 
4.2
Conditions to all Credit Extensions.
 
 
The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:
 
(a)            Subject to Section 1.11 in the case of an Incremental Term Facility used to finance a Limited Condition Acquisition, the representations and warranties of the Borrowers and each other Loan Party contained in Article V of this Agreement or in any other Loan Document,  or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1.
 
(b)            Subject to Section 1.11 in the case of an Incremental Term Facility used to finance a Limited Condition Acquisition, no Default shall exist, or would result from such proposed Credit Extension.
 
(c)            The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
 
(d)            In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Revolving Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

(e)            If the applicable Borrower is a Designated Borrower, such Borrower shall have been designated as a Designated Borrower pursuant to Section 2.17.
 
Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.2(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
 
ARTICLE V.
REPRESENTATIONS  AND WARRANTIES
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Each Borrower jointly and severally represents and warrants to the Administrative Agent and the Lenders that:
 
5.1
Existence, Qualification and Power; Compliance with Laws.
 
Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.
 
5.2
Authorization; No Contravention.
 
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Liens under the Loan Documents) under, (i) any Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.
 
5.3
Governmental Authorization; Other Consents.
 
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained or made is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than filings in connection with the Collateral  Documents.
 
5.4
Binding Effect.
 
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes,  and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by (i) applicable Debtor Relief Laws and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 
5.5
Financial Statements; No Material Adverse Effect.
 
(a)            The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Adtalem and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Adtalem and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
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(b)            The unaudited consolidated financial statements of Adtalem and its Subsidiaries dated December 31, 2017 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of Adtalem and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of Adtalem and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
 
(c)            Since June 30, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

5.6
Litigation.
 
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Adtalem after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Adtalem or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect.
 
5.7
No Default.
 
Neither Adtalem nor any Subsidiary is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
 
5.8
Ownership of Property; Liens.
 
Each of Adtalem and each Subsidiary has good and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of Adtalem and its Subsidiaries is subject to no Liens, other than Permitted Liens.
 
5.9
Environmental Compliance.
 
Adtalem and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Adtalem has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse  Effect.
 
5.10
Insurance.
 
The properties of Adtalem and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Adtalem, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties
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in localities where Adtalem or the applicable Subsidiary operates. The property and general liability insurance coverage of Adtalem and the U.S. Guarantors as in effect on the Closing Date is outlined on the certificates of insurance delivered to the Administrative Agent on the Closing Date pursuant to Section 4.1(a)(vii).
 
 
5.11
Taxes.
 
Adtalem and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against Adtalem or any Subsidiary that would, if made, have a Material Adverse Effect.
 
5.12
ERISA Compliance.
 
(a)            Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Adtalem, nothing has occurred which would prevent, or cause the loss of, such qualification.
 
(b)            There are no pending or, to the best knowledge of Adtalem, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.
 
(c)            No ERISA Event has occurred or would be reasonably expected to occur that has resulted or would reasonably be expected to result in a Material Adverse Effect.
 
(d)            The Borrowers represent and warrant as of the Closing Date that no Borrower is   or will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.
 
5.13
Subsidiaries.
 
As of the Closing Date, Adtalem has no Subsidiaries other than those specifically disclosed on Schedule 5.13. Schedule 5.13 correctly sets forth, as of the Closing Date, (i) the direct percentage ownership of Adtalem and each of its Subsidiaries in each class of Equity Interest of each of its Subsidiaries and (ii) the jurisdiction of organization of each such Subsidiary. As of the Closing Date, Schedule 5.13 identifies each Subsidiary (if any) which is an Immaterial Subsidiary or a U.S. Foreign Holdco.
 
5.14
Margin Regulations; Investment Company Act.
 
(a)            No Borrower is engaged or will engage, principally or as one of its important activities,  in  the   business  of  purchasing  or  carrying  margin  stock  (within  the   meaning    of  Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
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(b)            None of Adtalem, any Person Controlling Adtalem, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
 
5.15
OFAC; Anti-Corruption Laws.
 
(a)            None of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority applicable to Adtalem or its Subsidiaries or (iii) located, organized or resident in a Designated Jurisdiction.
 
(b)            Adtalem and its Subsidiaries are in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws.

5.16
Disclosure.
 
No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided however that, with respect to projected financial information, Adtalem represents only that such information was prepared in good faith based on assumptions believed to be reasonable at the time of such preparation.
 
5.17
Compliance with Laws.
 
Adtalem and its Subsidiaries are in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to them or their properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, of the operations of Adtalem and its Subsidiaries are in compliance with (i) all applicable Laws the violation of which would terminate or materially impair the eligibility of Adtalem or any Subsidiary for participation, if applicable, in student financial assistance programs under Title IV, (ii) the federal Truth-in-Lending Act, 15 U.S.C. § 1601 et seq., and all other consumer credit laws applicable to Adtalem or any Subsidiary in connection with the advancing of student loans, except for such laws and regulations the violation of which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (iii) all statutory and regulatory requirements for authorization to provide post-secondary education in the jurisdictions in which its educational facilities are located, except for such requirements the violation of which would not reasonably be expected to have a Material Adverse Effect, (iv) if applicable, all requirements for continuing its Accreditations, except for such requirements the violation of which would not reasonably be expected  to have a Material Adverse Effect and (v) all requirements concerning the limitation on the receipt of Title IV Program funding under the “90/10 Rule” codified at 34 C.F.R. § 600.5(d) and HEA except for such requirements the violation of which would not have a Material Adverse Effect.
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5.18
Intellectual Property; Licenses, Etc.
 
Adtalem and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, except where and to the extent would not reasonably be expected to have a Material Adverse Effect without conflict with the rights of any other Person. To the best knowledge of Adtalem, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Adtalem or any Subsidiary infringes upon any rights held by any other Person except for such infringement which, either individually or in the aggregate, would not reasonably  be expected to have a Material Adverse Effect. Set forth on Schedule 5.18 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office that, as of the Closing Date, Adtalem or any U.S. Guarantor owns.
 
5.19
Guaranties.
 
Each U.S. Subsidiary (other than an Immaterial Subsidiary or a U.S. Foreign Holdco to the extent set forth in the definition thereof) has executed and delivered to the Administrative Agent a U.S. Subsidiary Guaranty; and each Offshore Subsidiary and each U.S. Foreign Holdco has duly executed and delivered to the Administrative Agent an Offshore Guaranty, in each case, to the extent required by, and in accordance with, Section 6.12.
5.20
Collateral Documents.
 
The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently (or, upon delivery of Collateral to the Administrative Agent and/or when the appropriate filings or other actions required by applicable law have been filed or taken, will be) perfected security interests and Liens, prior to all other Liens other than Permitted Liens.
5.21
Solvency.
 
Immediately following the making of each Loan and after giving effect to the application of the proceeds of the Loans, (a) the fair value of the assets of the Loan Parties will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.
 
5.22
EEA Financial Institution.
 
No Loan Party is an EEA Financial Institution.
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ARTICLE VI.
 
AFFIRMATIVE COVENANTS
 
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Adtalem shall, and shall (except in the case of the covenants set forth in Sections 6.1, 6.2, 6.3 and 6.11) cause each Subsidiary to:
 
6.1
Financial Statements.
 
Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative  Agent:
 
(a)            as soon as available, but in any event within 90 days after the end of each fiscal year of Adtalem, a consolidated balance sheet of Adtalem and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for  the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and
 
(b)            as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Adtalem, a consolidated balance sheet of Adtalem and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of Adtalem’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Adtalem as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Adtalem and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.
 
As to any information contained in materials furnished pursuant to Section 6.2(a), Adtalem shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of Adtalem to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.
 
6.2
Certificates; Other Information.
 
Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent:
 
(a)            promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication of a financial nature sent to the stockholders of Adtalem, and copies of all annual, regular, periodic and special reports and registration statements which Adtalem may file or be required to file with the SEC under Section 13 or 15(d)  of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
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(b)            concurrently with the delivery of the financial  statements  referred  to  in  Sections 6.1(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Adtalem (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); and
 
(c)            promptly, such additional information regarding the business or financial or condition of Adtalem or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.
 
Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(a) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Adtalem posts such documents, or provides a link thereto on Adtalem’s website on the Internet at the website address listed on Schedule 11.2; or (ii) on which such documents are posted on Adtalem’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that in the case of documents that are not available on http://www.sec.gov: (i) Adtalem shall deliver paper copies of such documents to the Administrative Agent for any Lender that requests Adtalem to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Adtalem shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Adtalem with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
 
Each Borrower hereby acknowledges that (a) the Administrative Agent and/or MLPFS may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, MLPFS, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC.”
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6.3
Notices.
 
Promptly notify the Administrative Agent:
 
(a)            of the occurrence of any Default;
 
(b)            of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of Adtalem or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Adtalem or any Subsidiary and any Governmental Authority; or
(iii) the commencement of, or any material development in, any litigation or proceeding affecting Adtalem or any Subsidiary, including pursuant to any applicable Environmental Laws;
 
(c)
of the occurrence of any ERISA Event; or
 
(d)            of any material change in accounting policies or financial reporting practices by Adtalem or any Subsidiary.
 
Each notice pursuant to this Section 6.3 shall be accompanied by a statement of a Responsible Officer of Adtalem setting forth details of the occurrence referred to therein and stating what action Adtalem has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. Promptly upon receipt of any notice pursuant to this Section 6.3, the Administrative Agent shall furnish a copy thereof to each Lender or post a copy thereof on Syndtrak or another relevant website for access thereto by each Lender.

6.4
Payment of Obligations.
 
Pay and discharge as the same shall become due and payable all material taxes, assessments and other similar charges except as contested in good faith and by appropriate proceedings with respect to which reserves have been established and are being maintained in accordance with GAAP, except where the failure to pay would not reasonably be expected to have a Material Adverse Effect.
 
6.5
Preservation of Existence, Etc.
 
(a)            (i) Preserve, renew and maintain in full force and effect its legal existence and good standing (to the extent applicable) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.4 or 7.5; (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (iii) preserve or renew all of its registered patents, trademarks, trade names and service marks, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.
 
(b)            Without limiting the generality of the foregoing and notwithstanding any limitation contained therein, maintain in full force and effect, except to the extent that the failure to do so would not affect School(s) which contributed more than 20% of Consolidated EBITDA of Adtalem and its Subsidiaries for the most recently completed four fiscal quarters of Adtalem, (i) its status as an “eligible institution,” as defined in 34 C.F.R. Sections 600.2 and 600.5 (to the extent applicable), (ii) its eligibility to participate in all Title IV Programs in which and to the extent that it currently participates, and (iii) maintain in full force and effect (A) its Accreditations, and (B) its licenses   to provide postsecondary education in all jurisdictions where it is so licensed, except, in the case of clauses (A) or (B), to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.
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6.6
Maintenance of Properties.
 
(a)            Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and
 
(b)            Make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
 
6.7
Maintenance of Insurance.
 
(a)            Maintain with financially sound and reputable insurance companies not Affiliates of Adtalem, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.
 
(b)            Cause the Administrative Agent and its successors and assigns to be named as lender’s loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral pledged by Adtalem or the U.S. Guarantors, and cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty days (or such lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be altered or canceled.
 
6.8
Compliance with Laws.
 
Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.
 
6.9
Books and Records.
 
(a)            Maintain proper books of record and account, in which materially complete and accurate entries in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Adtalem or such Subsidiary, as the case may be; and
 
(b)            Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Adtalem or such Subsidiary, as the case may be.
 
6.10
Inspection Rights.
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Permit representatives and independent contractors of the Administrative Agent (who may be accompanied by any Lender) to visit and inspect any of its properties, examine its corporate, financial and operating records and make copies thereof or abstracts therefrom, and discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Adtalem; provided, however, (i) unless an Event of Default has occurred and is continuing, such visit or inspection shall be at the expense of the Administrative Agent and (ii) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Adtalem at any time during normal business hours and without advance notice.
 
6.11
Use of Proceeds.
 
Use the proceeds of the Credit Extensions (i) to finance working capital and capital    expenditures,
(ii) to support the issuance of standby letters of credit (including the DVU Letter of Credit), (iii) to make Restricted Payments to the extent permitted in Section 7.6, (iv) to make Permitted Acquisitions, and (v) for other general corporate purposes, including to fulfill the Company’s obligations in connection with the DVU Divestiture,  not in contravention of any Law or of any Loan Document.
 
6.12
Additional Guarantors.
 
(a)            Notify the Administrative Agent as promptly after any Person becomes a Subsidiary after the date hereof (such notice to specify whether such Subsidiary is a U.S. Subsidiary or an Offshore Subsidiary), and as soon as practicable thereafter (and in any event within 90 days, or such later time as the Administrative Agent may agree in its sole discretion), (i) if such Person  is a U.S. Subsidiary (other than an Immaterial Subsidiary or a U.S. Foreign Holdco) cause such Person to become a U.S. Guarantor by executing and delivering to the Administrative Agent a counterpart of the U.S. Guaranty, and (ii) if such Person either is (A) an Offshore Subsidiary of a Designated Borrower or (B) an Offshore Subsidiary or a U.S. Foreign Holdco that, in either case, directly or indirectly owns Equity Interests of a Designated Borrower, cause such Person to become an Offshore Guarantor of such Designated Borrower, to the extent permitted by Law, by executing and delivering to the Administrative Agent a counterpart of the applicable Offshore Guaranty.
 
(b)            Notwithstanding the provisions of this Section 6.12 or any other provision of this Agreement to the contrary, (i) an Offshore Subsidiary shall only be required to guaranty the obligations of the Designated Borrower who owns or is owned by, directly or indirectly, such Offshore Subsidiary and (ii) if either (A) the Administrative Agent and Adtalem agree that the cost, burden or consequence (including adverse tax consequences) of obtaining an Offshore Guaranty from an Offshore Subsidiary is excessive in relation to the value of such Offshore Guaranty to the Lenders whose Obligations are guaranteed or (B) such Offshore Subsidiary (1) has assets which (together with the assets of its Subsidiaries who are not Offshore Guarantors) do not exceed 15%  of the consolidated assets of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b), and (2) together with its Subsidiaries who are not Offshore Guarantors, does not (or would not) represent more than 15% of the Consolidated EBITDA of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a)  or 6.1(b), then such Offshore Subsidiary shall not be required to become an Offshore Guarantor under this Section 6.12.
 
(c)            Notwithstanding the provisions of this Section 6.12 or any other provision of this Agreement to the contrary, none of DeVry University, Inc., DeVry/New York, Inc., or any of  their respective Subsidiaries as of the Closing Date shall be required to become U.S. Guarantors or comply with Section 6.13 until the earlier of: (i) the date that the DVU Purchase Agreement has terminated and (ii) if the DVU Purchase Agreement has not been terminated, January 15, 2019 (or such later date as the Administrative Agent may agree in its sole discretion).
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Each Guaranty executed pursuant to this Section 6.12 is to be accompanied by such supporting documents of the types referred to in Section 4.1(a)(viii) and (ix) and, to the extent required by the Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Guaranty), all in form, content and scope reasonably satisfactory to the Administrative Agent. In the event that a Loan Party subsequently becomes an Immaterial Subsidiary and would not otherwise be required to execute and deliver a Guaranty pursuant to this Section 6.12, Adtalem shall be entitled to have such Subsidiary released from its Guaranty.

6.13
Pledged Assets.
 
(a)            Equity Interests. Cause each Loan Party (whether now or hereafter existing) which owns any Equity Interest in any Subsidiary to be a party to the applicable Collateral Document, and pursuant to the terms of such Collateral Document, to grant or cause to be granted to the Administrative Agent, a first priority perfected security interest in such Equity Interest, subject to the following: (i) 100% of the Equity Interests held by such Loan Party in each U.S. Subsidiary that is not also a U.S. Foreign Holdco shall secure all Obligations, (ii) 65% of the Equity Interests held by such Loan Party in any U.S. Foreign Holdco and any first tier Offshore Subsidiary (to the extent that such Offshore Subsidiary is a Designated Borrower or a direct or indirect owner of a Designated Borrower) shall secure all Obligations, (iii) 100% of the Equity Interests held by such Loan Party in each Offshore Subsidiary of a Designated Borrower and each U.S. Foreign Holdco and Offshore Subsidiary that, in either case, owns, directly or indirectly, Equity Interest in a Designated Borrower shall secure the Obligations of such Designated Borrower (but not the Obligations of Adtalem), and (iv) the pledge of any Equity Interest in any Offshore Subsidiary  or
U.S. Foreign Holdco shall only be required hereunder to the extent permitted by Law. Subject to the limitations herein, in the case of any Subsidiary created after the date hereof, Adtalem shall cause the pledge of the Equity Interest to be effected within 90 days of the date of creation (or such later date as agreed by the Administrative Agent in its sole discretion).
 
Notwithstanding any provision of this Section 6.13 or any other provision of this Agreement to the contrary, it is understood that the Equity Interests in any Offshore Subsidiary (the “Excluded Offshore Stock”) shall not be required to be pledged pursuant to the Collateral Documents if either (i) the Administrative Agent and Adtalem agree that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such Excluded Offshore Stock is excessive in relation to the value of such assets as Collateral or
(ii) such Offshore Subsidiary (x) has assets which (together with the assets of its Subsidiaries whose stock is Excluded Offshore Stock) do not exceed 15% of the consolidated assets of Adtalem and  its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b),, and (y) together with its Subsidiaries whose Equity Interests are Excluded Offshore Stock does not (or would not) represent more than 15% of the Consolidated EBITDA of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b),.
In connection with the pledge of stock or Equity Interests pursuant to the Collateral Documents, Adtalem agrees that it will from time to time upon request of the Administrative Agent, at Adtalem’s expense, deliver or cause to be delivered to the Administrative Agent such pledge supplements,  share  certificates, stock powers and other documents and, to the extent  required  by the Administrative Agent, opinions of counsel and take or cause to be taken such other action (including the filing of documents and the payment of taxes and charges) as the Administrative Agent shall reasonably request.
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(b)            Other Property. Cause all personal property (other than Excluded Property) of Adtalem and each U.S. Guarantor to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions and opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.
 
6.14
Anti-Corruption Laws.
 
Conduct its businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions applicable to Adtalem and its Subsidiaries and maintain policies and procedures designed to promote and achieve compliance with such laws.

ARTICLE VII.

NEGATIVE COVENANTS
 
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Adtalem shall not, nor shall it permit any Subsidiary to:
 
7.1
Liens.
 
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
 
(a)            Liens in favor of the Administrative Agent pursuant to the Collateral Documents;
 
(b)            Liens existing on the date hereof and listed on Schedule 7.1 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.3(b);
 
(c)            Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
 
(d)            carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
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(e)            pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
 
(f)            deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
 
(g)            easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
 
(h)            Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h) or securing appeal or other surety bonds related to such judgments;
 
(i)            Liens securing Indebtedness permitted under Section 7.3(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition;
 
(j)            licenses (including licenses of intellectual property), sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the business of Adtalem and its Subsidiaries in any material respect;
 
(k)            Liens on assets of Offshore Subsidiaries that are not Loan Parties securing Indebtedness of such Offshore Subsidiaries permitted under Section 7.3(f);
(l)            Liens existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged or consolidated with or into a Subsidiary which (i) were not created in contemplation of or in connection with such event, (ii) do not extend to or cover any other property or assets of Adtalem or any Subsidiary and (iii) secure obligations permitted under Section  7.3(g);
 
(m)            Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods;
 
(n)            leases or subleases granted to others not interfering in any material respect with the business of Adtalem or any Subsidiary;
 
(o)            any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases not prohibited by this Agreement;
 
(p)            normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
 
(q)            Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and
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(r)            other Liens securing obligations not in excess of $50,000,000 at any time outstanding.
 
7.2
Investments.
 
Make any Investments, except:
 
(a)            Investments held by Adtalem or such Subsidiary in the form of cash equivalents  or short-term marketable debt securities or such other short-term, highly liquid investments readily convertible into cash and made in accordance with Adtalem’s cash management policies;
 
(b)            advances to officers, directors and employees of Adtalem and Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;
 
(c)            Investments of Adtalem in any U.S. Guarantor and Investments of any U.S. Guarantor in Adtalem or in another U.S. Guarantor;
 
(d)            Investments by any Offshore Subsidiary (i) in any other Offshore Subsidiary or (ii) in Adtalem or any U.S. Guarantor;
 
(e)            Investments by Adtalem or any U.S. Guarantor in any Offshore Subsidiary; provided that: (i) no Event of Default exists immediately before and after giving effect thereto and
 
(ii) after giving effect to such Investment on a Pro Forma Basis, the Consolidated Leverage Ratio does not exceed 2.00:1.0;
 
(f)            Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
 
(g)
Guarantees permitted by Section 7.3;
 

(h)
Permitted Acquisitions;
 
(i)            to the extent constituting Investments, deposit accounts maintained in the ordinary course of business and cash pooling arrangements in the ordinary course of business;

              
(j)         Investments in respect of the Put/Call Option, in an aggregate amount not to exceed $100,000,000, provided that (i) no Default exists and (ii) after giving effect to such Investment, the Financial Covenants, determined on a Pro Forma Basis, shall not exceed the limits specified in Section 7.15; and
 
(k)
other Investments not exceeding $100,000,000 in the aggregate.
 
7.3
Indebtedness.
 
Create, incur, assume or suffer to exist any Indebtedness,  except:

(a)            Indebtedness comprising the Obligations;
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(b)            Indebtedness outstanding on the date hereof and listed on Schedule 7.3 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
 
(c)            Guarantees of Adtalem or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Adtalem or any Subsidiary;
 
(d)            Obligations (contingent or otherwise) of Adtalem or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
 
(e)            Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.1(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $100,000,000;
 
(f)            Indebtedness of Off-Shore Subsidiaries that are not Loan Parties; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50,000,000;
 
(g)            Indebtedness assumed upon consummation of a Permitted Acquisition, provided that (i) the Borrowers would be in compliance with the Financial Covenants (as calculated on a Pro Forma Basis after giving effect thereto), (ii) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition and (iii) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50,000,000;
 
(h)            Indebtedness of Adtalem or any Subsidiary in respect of trade letters of credit in an aggregate principal amount not to exceed $10,000,000 at any time outstanding;
 
(i)            Guarantees of Adtalem or any Subsidiary in the ordinary course of business in respect of Indebtedness incurred by employees or prospective employees in an aggregate principal amount not to exceed $5,000,000 at any time outstanding;
 
(j)            Indebtedness of the Adtalem or any Subsidiary in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety, appeal or similar bonds and completion guarantees provided by Adtalem and its Subsidiaries in the ordinary course of business;
 
(k)            intercompany Indebtedness of Adtalem or any Subsidiary to the extent that such loan was permitted under Section 7.2; and
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(l)            so long as no Default exists immediately before and after giving effect thereto, unsecured Indebtedness in an aggregate principal amount not to exceed $300,000,000 at any time outstanding.
 
7.4
Fundamental Changes.
 
Merge, dissolve, liquidate, consolidate with or into another Person, or, except as permitted under Section 7.5, Dispose of (whether in one transaction or in a series of transactions) all or substantially all of  its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a)            any U.S. Subsidiary may merge with (i) Adtalem, provided that Adtalem shall be the continuing or surviving Person, or (ii) any one or more other U.S. Subsidiaries, provided that when any U.S. Guarantor is merging with another U.S. Subsidiary, a U.S. Guarantor shall be the continuing or surviving Person;
(b)            any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Adtalem or to another Subsidiary; provided that (i) if the transferor in such a transaction is a U.S. Guarantor, then the transferee must either be Adtalem or a U.S. Guarantor and (ii) if the transferor in such a transaction is a Borrower, the transferee must be a Borrower;
 
(c)
Immaterial Subsidiaries may be dissolved; and
 
(d)            Adtalem or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition provided that (i) if a Borrower is a party to such transaction, such Borrower is the continuing or surviving Person and (ii) if a Guarantor is a party to such transaction, such surviving Person shall be a Guarantor.

7.5
Dispositions.
 
Make any Disposition, except:
 
(a)            Dispositions of obsolete or worn out or excess property, whether now owned or hereafter acquired, in the ordinary course of business;

(b)
Dispositions of inventory in the ordinary course of business;
 
(c)            Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
 
(d)            Dispositions of property by any Subsidiary to Adtalem or to a Subsidiary; provided that if the transferor of such property is Adtalem or a U.S. Guarantor, the transferee thereof must either be Adtalem or a U.S. Guarantor;
 
(e)
Dispositions permitted by Section 7.4(b);
 
(f)            non-exclusive licenses of IP Rights (i) in the ordinary course of business or terms not exceeding five years, or (ii) by Adtalem or any Subsidiary to Adtalem or any other Subsidiary;
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(g)
the Loan Parties may consummate the DVU Divestiture;
 
(h)            following the DVU Divestiture, the Company may Dispose of real estate or fixtures used or formerly used in whole or in part by DeVry University, Inc. or DeVry/New York,
Inc. and their Subsidiaries;  and
 
(i)            Dispositions by Adtalem and its Subsidiaries not otherwise permitted under this Section 7.5; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) at the time such Disposition is made, the aggregate net book value of all property Disposed of in reliance on this clause (i) shall not exceed 10% of the consolidated assets of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or (b), and (iii) immediately before and after giving effect to such Disposition, the Financial Covenants, determined on a Pro Forma Basis, shall not exceed the limits specified in Section 7.15.
 
Notwithstanding the foregoing, prior to the Disposition (including by way of a merger or consolidation other than a merger or consolidation permitted under Section 7.4), dissolution, liquidation or winding up of any Subsidiary that is a Designated Borrower, Adtalem shall terminate such Subsidiary’s status as a Designated Borrower in accordance with Section 2.17(e) and any Loans or other outstanding Obligations of such Subsidiary shall be repaid or assumed by  Adtalem.

7.6
Restricted Payments.
 
Declare or make, directly or indirectly, any Restricted Payment, except:
 
(a)            Subsidiaries may pay dividends to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
 
(b)            Adtalem and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; and
 
(c)
Adtalem and its Subsidiaries may make other Restricted Payments provided that:
(i) no Event of Default exists immediately before and after giving effect thereto and (ii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Consolidated Leverage Ratio does not exceed 2.00:1.0.
 
7.7
Change in Nature of Business.
 
Engage in any material line of business substantially different from those lines of business carried on by Adtalem and its Subsidiaries on the date hereof or any business substantially related or incidental thereto or reasonable extensions thereof.
 
7.8
Transactions with Affiliates.
 
Enter into any transaction of any kind with any Affiliate (other than a Subsidiary) of Adtalem, whether or not in the ordinary course of business, other than on terms not materially less favorable to Adtalem or such Subsidiary as would be obtainable by Adtalem or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate.
 
7.9
Burdensome Agreements.
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Enter into any Contractual Obligation that:
 
(a)            limits the ability of any Subsidiary to make Restricted Payments to Adtalem or any
 
U.S. Guarantor or to otherwise transfer property to Adtalem or any  Guarantor;
 
(b)            limits the ability of any Subsidiary to Guarantee the Indebtedness of Adtalem or any Designated Borrower;
 
(c)            limits the ability of Adtalem or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations in the manner required by the Loan Documents; or
 
(d)            requires the grant of a Lien to secure an obligation of any Loan Party if a Lien is granted to secure another obligation of such Loan Party;
 
provided, that the foregoing shall not apply to: (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness permitted by Section 7.3(b), (e), (f) or (g), and other restrictions contained in documents governing Indebtedness permitted to be incurred pursuant to Section 7.3 provided that such restrictions (x) apply solely to Subsidiaries that are not Loan Parties, (y) are no more restrictive than the limitations (taken as a whole) set forth in the Loan Documents or (z) such encumbrances or restrictions do not impair in any material respect any Loan Party’s ability to grant the security interests to the Administrative Agent contemplated by the Loan Documents or pay the Obligations under the Loan Documents as and when due (as reasonably determined in good faith by Adtalem), (3) any Permitted Lien or any document or instrument governing any Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any assets permitted under Section 7.5 pending the consummation of such sale and including such restrictions or conditions on such Person selling such property, (5) customary restrictions imposed by corporate law,  (6) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts (including licensing and sublicensing of intellectual property) otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (7) restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Adtalem, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of Adtalem, (8) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.2 and applicable solely to such joint venture and the Equity Interests issued thereby, (9) restrictions on cash or other deposits subject to a Permitted Lien granted in favor of customers under contracts entered into in the ordinary course of business and restrictions that arise in connection with cash and other deposits that are permitted under Section 7.1 and limited to such cash or deposit and (10) restrictions on cash earnest money deposits that are subject to Permitted Liens in favor of sellers in connection with Acquisitions not prohibited hereunder.
 
7.10
Use of Proceeds.
 
 
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
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7.11
Sanctions.
 
Directly, or knowingly indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Lender, any Lead Arranger, the Administrative Agent, L/C Issuer or Swingline Lender of Sanctions.
 
7.12
Sale and Leaseback.
 
Enter into any arrangement, directly or indirectly, with any Person (other than a Borrower or a Wholly-Owned Subsidiary) whereby it shall sell or transfer any property, real or personal, used or useful    in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold  or transferred (a “Sale and Leaseback”); provided that Adtalem or any Subsidiary may enter into any such transaction to the extent that  the  aggregate obligation  of  Adtalem and  its Subsidiaries shall not   exceed
$100,000,000.
 
7.13
ERISA.
 
Incur, nor permit an ERISA Affiliate to incur, any withdrawal liabilities (or become subject to contingent withdrawal liabilities) under Section 4201, 4204 or 4243 of ERISA with respect to a Multiemployer Plan which would reasonably be expected to result in a Material Adverse Effect.

7.14
Anti-Corruption Laws.
 
Directly, or knowingly indirectly, use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions.
 
7.15
Financial Covenants.
 
(a)            Consolidated Fixed Charge Coverage Ratio. Except with the consent of the Required Pro Rata Facilities Lenders, permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of Adtalem to be less than 2.00:1.0.
 
 
(b)            Consolidated Leverage Ratio. Except with the consent of the Required Pro Rata Facilities Lenders, permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of Adtalem set forth below to be greater than the ratio corresponding to such fiscal quarter:

Calendar Year
March 31
June 30
September 30