No Mitigation or Offset. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking employment or otherwise. Further, there shall be no offset against any amount or benefit payable or provided hereunder following Executive’s termination of employment solely by reason of his employment with another employer.

No Offset or Mitigation. Except for such monies due and owing DeVry Group, if Executive’s employment with DeVry Group is terminated for any reason, DeVry Group will have no right of offset, nor will Executive be under any duty or obligation to seek alternative or substitute employment at any time after the effective date of such termination or otherwise mitigate any amounts payable by DeVry Group to Executive.

Right of Offset. Each Purchaser hereby expressly waives any right of offset it may have against the Company or any of its Subsidiaries.

Consent to Offset. Candidate agrees that any repayment due GMPW under this Agreement may be deducted to the extent permitted by law from any amounts due Candidate from GMPW at the time of employment termination, including wages, accrued vacation pay, incentive compensation payments, bonuses and commissions, and hereby expressly authorizes such deduction(s).

Qualified Income Offset. If any Unitholder that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of [Section 4.3(a)] and [Section 4.3(b)], but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Unitholder in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This [Section 4.3(c)] is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

Offset to Abatement. Reference is made to the lease dated December 14, 1999 (as amended, the “Existing Lease”) by and between Tenant, as tenant, and BP 140 Kendrick Street Property LLC, as landlord (the “Existing Landlord”), in respect of premises containing approximately 321,000 rentable square feet in area (the “Existing Premises”) located at 140 Kendrick Street, Needham, Massachusetts. Tenant has provided Landlord with a true and complete copy of the Existing Lease and all amendments and modifications thereto.

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the [[Organization A:Organization]] in connection with the origination of the Mortgage

any net unrealized gain or loss (after any offset) resulting in such period from obligations under any Swap Contracts and the application of Statement of Financial Accounting Standards No. 133; and

In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.

Section # Offset.