Ownership/Management. There shall be no change in the President or Board of Directors of Borrower without Lender’s written consent.

Payment of any award to an employee is subject to management’s review.

Change Management. Describe the change management process for automated systems used to provide services. Describe the process for information handling policies and practices.

Management Letters. Promptly upon receipt thereof, a copy of any management letter or written report submitted to Borrower or any of its Subsidiaries by independent certified public accountants with respect to

Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under DeVry Group’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific DeVry Group-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with DeVry Group policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of DeVry Group’s fiscal year in which the MIP Award was earned.

Management Fee. NEE Operating LP, on behalf of the Service Recipients,

Management Agreements. The Agent shall have received true, correct and complete copies of each Management Agreement affecting (i.e., being entered concurrently with the making of the Loan or to be entered promptly thereafter) any Property, and each shall be satisfactory in form and substance to the Agent. The Agent shall have received the Assignment of Management Agreements in form and substance satisfactory to the Agent, duly executed by the Borrowers and each Manager.

TFF Asset Contribution. The Contributor hereby contributes, transfers, assigns, conveys and delivers to the Company, free and clear of all liens, claims, security interests or other encumbrances, the TFF Assets, as more specifically described below:

Asset Coverage Ratio. [[Organization A:Organization]] will not permit the Asset Coverage Ratio as of the last Business Day of any fiscal quarter to be less than 1.50.

Asset Purchase Agreement. This Agreement is being executed and delivered pursuant to and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter or impair, enhance or enlarge any right, obligation, claim or remedy created by the Asset Purchase Agreement. In the event of a conflict between this Agreement and the Asset Purchase Agreement, the Asset Purchase Agreement shall control and prevail.