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

In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of Executive’s employment with DeVry Group, Executive has, and will continue to, become familiar with DeVry Group's Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning DeVry Group, its Affiliates, and their customers and suppliers and that Executive’s services have been and will be of special, unique and extraordinary value to DeVry Group and its Affiliates. The Executive agrees that, during the Employment Period and continuing for, as applicable, # twelve (12) months thereafter, regardless of the reason for the termination of Executive's employment other than under Section 9(a) above or # eighteen (18) months in the event of a termination under Section 9(a) above (the "Restricted Period"), the Executive will not, directly or indirectly, anywhere in the Restricted Area:

Non-Competition, Non-Solicitation. In recognition and consideration of his receipt of the Resignation Payment, and his eligibility for additional benefits hereunder, Employee hereby covenants and agrees as follows:

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is threatened which would result in a Material Adverse Effect.

Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such non-disturbance, subordination and attornment of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, it being expressly understood that any Lender’s required form of non-disturbance, subordination and attornment shall be deemed to be a commercially reasonable instrument for purposes of this Section. If any Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors.

[[Organization B:Organization]] agrees that this Lease Agreement shall be subordinate to any mortgage(s) that may now or hereafter be placed upon the Building or any part thereof, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, and extensions thereof, provided the Mortgagee named in any such mortgage shall agree to recognize this Lease Agreement and not disturb [[Organization B:Organization]]’s rights hereunder in the event of foreclosure provided the [[Organization B:Organization]] is not in default. This subordination and non-disturbance shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee. In confirmation of such subordination and non-disturbance, however, [[Organization B:Organization]] shall promptly execute and deliver any commercially reasoanble instrument, in recordable form, as required by [[Organization A:Organization]]'s Mortgagee to memorialize such agreements. In the event of any Mortgagee electing to have the Lease Agreement a prior encumbrance to its mortgage, then and in such event upon such Mortgagee notifying [[Organization B:Organization]] to that effect, this Lease Agreement shall be deemed prior in encumbrance to the said mortgage, whether this Lease Agreement is dated prior to or subsequent to the date of said mortgage. [[Organization A:Organization]] has provided [[Organization B:Organization]] with [[Organization A:Organization]]’s Lender’s form of subordination, non-disturbance and attorney ment agreement (“SNDA”) for Teannt to negotiate commercially reasonable changes to with [[Organization A:Organization]]’s Lender. [[Organization A:Organization]] shall use commercially reasonable efforts to cause its lender to enter into a commercially reasonable form of SNDA within thirty (30) days after the date of this Lease. Notwithstanding anything to the contrary in this Agreement, if Lender, [[Organization A:Organization]] and [[Organization B:Organization]] do not execute an SNDA in form and substance reasonably acceptable to [[Organization B:Organization]] within thirty (30) days of the execution of this Lease, [[Organization B:Organization]] shall have the one-time right to cancel said Lease by provding written notice of such election to [[Organization A:Organization]] not later than January 1, 2018.

Non-Competition; Non-Solicitation; Confidentiality; Non-Disparagement. As a condition to your right to receive the payment provided in Section 2, you agree to the covenants that follow (the “Protective Covenants”). For purposes of this Section 5.1, the term “Company” refers to the Company Group and any and all predecessors, and any and all present, former, and future successors, assigns, parents, subsidiaries, affiliates, divisions, members, committees and/or other related companies of any of the foregoing entities, and partners, partnerships, assigns, directors, officers, managers, fiduciaries, employees, shareholders, advisors, attorneys, representatives, and agents, both in their representative and individual capacities, of any of the foregoing entities. Furthermore, for purposes of this Section 5.1, the term “Competing Enterprise” means any business, organization, person, third party or other entity that is or has been engaged in competition with the Company with respect to any project (or with respect to any customer or bona fide prospective customer of any such project to the extent such competition relates to such project) in which the Company has at any time within the preceding five years performed any significant development efforts of which you have significant knowledge.

Non-Use and Non-Disclosure. Advisor will not, during or subsequent to the term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company’s Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee of Advisor, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in the Company’s favor identical to Sections 2, 3 and 4 of this Agreement. Confidential Information does not include information which # is known to Advisor at the time of disclosure to Advisor by the Company as evidenced by written records of Advisor, # has become publicly known and made generally available through no wrongful act of Advisor, or # has been rightfully received by Advisor from a third party who is authorized to make such disclosure.

Non-Payment. Either Borrower or any other Loan Party fails to # pay when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or # pay within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or

Non-Interference. The Executive covenants and agrees that while the Executive is employed by the Company and for a period of one (1) year immediately following the termination of the Executive’s employment with the Company for any reason, the Executive shall not, without the prior written approval of the Company, directly or indirectly, either on behalf of the Executive or any other person or entity, Interfere with the Company or any of its Related Entities.